Registration Statement No
====================================================================================================================
                                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D. C. 20549
                                                      Form S-2
                                               REGISTRATION STATEMENT
                                                        under
                                             THE SECURITIES ACT OF 1933
                                              Farmland Industries, Inc.
                               (Exact name of registrant as specified in its charter)
          Kansas                                                                                  44-0209330
(State or other jurisdiction of                                                             (I.R.S. Employer
incorporation or organization)                                                           Identification No.)


                           12200 North Ambassador Drive, Kansas City, Missouri 64163-1244
                                                    816-713-7000
    (Address, including zip code, and telephone number, including area code, of registrant's principal executive
                                                      offices)

                                                  John F. Berardi
                                Executive Vice President and Chief Financial Officer
                                              Farmland Industries, Inc.
                           12200 North Ambassador Drive, Kansas City, Missouri 64163-1244
                                                    816-713-6348
        (Name, Address, including zip code, and telephone number, including area code, of agent for service)

   Approximate date of commencement of proposed sale to the public: From time to time after the effective date of
                          this Registration Statement, as determined by market conditions.

If any of the securities  being  registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 check the following box. [     ]

If the  registrant  elects to deliver  its latest  annual  report to  security  holders,  or a complete  and legible
facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box: {X}
I
f this  Form is filed to  register  additional  securities  for an  offering  pursuant  to Rule  462(b)  under  the
Securities  Act,  please check the following box and list the Securities Act  registration  statement  number of the
earlier effective registration statement for the same offering. [  ]

If this Form is a  post-effective  amendment  filed  pursuant to Rule 462(c)  under the  Securities  Act,  check the
following box and list the  Securities  Act  registration  statement  number of the earlier  effective  registration
statement for the same offering. [   ]

If this Form is a  post-effective  amendment  filed  pursuant to Rule 462(d)  under the  Securities  Act,  check the
following box and list the  Securities  Act  registration  statement  number of the earlier  effective  registration
statement for the same offering. [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following  [   ]

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                       Proposed Maximum
                                                     Aggregate Offering or           Amount of
Title of Each Class of Security Being Registered        Exchange Price            Registration Fee
----------------------------------------------------------------------------------------------------
Demand Loan Certificates                                 $  100,000,000
Subordinated Debenture Bonds                             $  260,000,000
  --------------------------------------------------------------------------------------------------
  Total                                                  $  360,000,00               $  92,367
  ==================================================================================================
The fee is  calculated  pursuant to rule 457(o).  Pursuant to Rule 429, the combined  prospectus  filed as a part of
this  Registration  Statement  will  relate  as  well  to the  Registrant's  Form  S-1  Registration  Statement  No.
333-94929.  This  Registration  Statement shall  constitute a  post-effective  amendment on Form S-2 to Registration
Statement No.  333-94929.  The amount of securities  registered in Registration  Statement No.  333-94929 which were
not sold and which are carried forward in this combined  Registration  Statement and the related fee calculated at a
rate of .000264  are:  amount of  securities  -  $169,091,000,  amount of fee - $44,640.  As a result,  the fee paid
herewith relates to $190,909,000 of securities and amounts to $47,727, calculated at a rate of .00025.
--------------------------------------------------------------------------------------------------------------------
The  Registrant  hereby  amends this  Registration  Statement on such date or dates as may be necessary to delay its
effective  date  until  the  Registrant  shall  file  a  further  amendment  which  specifically  states  that  this
Registration  Statement shall  thereafter  become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration  statement shall become effective on such date as the Commission,  acting pursuant to
said Section 8(a), may determine.
====================================================================================================================

[OBJECT OMITTED]
The following is a red herring that is landscaped and reads as follows:
The information in this prospectus is not complete and may be amended.
We may not sell these securities until the registration statement filed
with the SEC is effective.  This prospectus is not an offer to sell nor
is it seeking any offer to buy these securities in any state where the
offer or sale is not permitted.

                                SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2001

Prospectus





                                                                                                              Farmland Industries, Inc.


$100,000,000 Demand Loan Certificates

$260,000,000 Subordinated Debenture Bonds
                                                           Minimum
                                                       Initial Investment
Demand Loan Certificates                                 $          1,000

Subordinated Debenture Bonds
      Ten-Year, Series A.................................$          1,000
      Ten-Year, Series B ................................$        100,000
      Five-Year, Series C................................$          1,000
      Five-Year, Series D................................$        100,000
      Ten-Year Monthly Income, Series E..................$          5,000
      Ten-Year Monthly Income, Series F..................$        100,000
      Five-Year Monthly Income, Series G.................$          5,000
      Five-Year Monthly Income, Series H.................$        100,000

For interest rate information, call 1-800-821-8000, ext. 6360.

                                                             Terms of Sale

If all the securities offered are sold, we will receive $100.0 million from the sale of demand loan certificates and $260.0 million
from the sale of subordinated debenture bonds.  However, we will exchange subordinated debenture bonds with a face amount of up to
$80.0 million for other subordinated debt securities.  Cash proceeds will be reduced by the face amount of subordinated debenture
bonds exchanged.  Also, if more than $180.0 million is sold for cash a lesser amount will be available for exchange.  We will pay
approximately $7.6 million in commissions and $1.5 million in other expenses.  The agent is not required to sell any specific number
or dollar amount of debt securities but will use its best efforts to sell the debt securities offered.

Neither the Securities and Exchange Commission  nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

See "Risk Factors" beginning on page 6 for a description of certain risk factors that you should consider
before you invest in these securities.


                                                      Farmland Securities Company
                                                                 Agent
November 21, 2001







   You should rely only on the information contained in this prospectus or any prospectus supplement.  We have not authorized anyone
   to provide you with any information that is different.  This prospectus is not an offer to sell nor is it seeking an offer to buy
   these securities in any state or jurisdiction where the offer or sale is not permitted.  Furthermore, you should not assume that
   the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of
   those documents.














                                                    TABLE OF CONTENTS
                                                                   Page

Information Available About Farmland........................................1
Incorporation Of Certain Documents By Reference.............................1
Prospectus Summary..........................................................2
Risk Factors................................................................6
Ratios Of Earnings To Fixed Charges.........................................9
Determination Of Interest Rates.............................................9
Use Of Proceeds............................................................10
Plan Of Distribution.......................................................11
Exchange Offer.............................................................12
How To Accept Exchange Offer...............................................13
How To Transfer Ownership..................................................13
Description Of Debt Securities.............................................14
Legal Matters..............................................................32
Experts....................................................................32
Qualified Independent Underwriter..........................................32





                                                 Information Available About Farmland


Information Available from the SEC

The Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our company to file annual and quarterly reports, as
well as certain other information, with the Securities and Exchange Commission ("SEC").  These reports may be read and copied at the
SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.  You can request copies of these
documents, upon payment of a duplication fee, by writing to the Public Reference Section of the SEC, 450 Fifth Street N.W.,
Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
rooms.  Our SEC filings are also available to the public on the SEC Internet site (http://www.sec.gov).


Information Available From Farmland

You also may request a copy of our latest annual report as filed with the SEC, at no cost, by writing or telephoning us at the
address shown below on this page.

Information Available From NASD

The National Association of Securities Dealers, Inc. ("NASD") has a program which provides information regarding the disciplinary
history of NASD members and their associated persons.  You may obtain an investor brochure which includes information describing this
program by contacting the NASD.  The NASD hotline number is 1-800-289-9999.  The NASD website is http://www.nasdr.com/2000.htm.


                                            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We "incorporate by reference" into this prospectus selected information that we have previously filed with the SEC, which means that
we can disclose important information to you by referring you directly to those documents.  The information that we file by reference
is considered part of this prospectus.  Information contained in this prospectus automatically updates and supersedes information
contained in any document which we incorporate by reference.  Also, information in any document incorporated by reference updates and
supersedes information in any earlier document which we incorporated by reference.

The following document, filed by Farmland with the SEC pursuant to the Exchange Act, is incorporated by reference into this
prospectus:

Annual Report on Form 10-K for the year ended August 31, 2001.

You may request a copy of this filing, at no cost, by writing to or telephoning us at the following address:

                                        Farmland Industries, Inc.
                                        P.O. Box 20111
                                        Kansas City, Missouri 64195
                                        816-713-7000, extension 6360

Attached to and constituting a part of this prospectus is a copy of our latest Annual Report on Form 10-K.






                                                     Prospectus Summary

This summary does not contain all the information that may be important to you.  You should read the entire prospectus before making
an investment decision.

Kansas City, Missouri is the location of our world headquarters.  Our mailing address and telephone number are as follows:

                                        Farmland Industries, Inc.
                                        P.O. Box 20111
                                        Kansas City, Missouri 64195
                                        816-713-7000


Farmland's Business

Farmland Industries, Inc., founded in 1929 and formally incorporated in Kansas in 1931, is a farm supply cooperative and a processing
and marketing cooperative.  In this prospectus, unless the context suggests differently, "Farmland", "we", "us", or "our" refers to
Farmland Industries, Inc. and its consolidated subsidiaries and all references to year or years are to fiscal years ended August 31.
Farmland operates on a cooperative basis and is primarily owned by its members.  Members will receive patronage refunds distributed
by Farmland from the member-sourced portion of its annual net earnings to the extent our Board of Directors approves the payment,
either in cash or equity, of patronage refunds.

As of August 31, 2001,  Farmland's  membership,  associate  membership and holders of capital credits consisted of approximately  2,400
cooperative associations of farmers and ranchers and 8,800 pork or beef producers or associations of such producers.

Based on sales, we are one of the largest cooperatives in the United States.  In 2001, we had sales of $11.8 billion, including sales
of approximately $1.7 billion to customers outside of the United States.

Farmland competes with many companies, including other cooperatives.  These competitors are of various sizes and have various levels
of vertical integration.  We sell to a large number of customers, and with the exception of Agriliance and Country Energy, no single
customer is material to our business.  Agriliance, a 25%-owned affiliate, is a crop nutrient and crop protection marketing venture.
We sell all of our crop nutrient production to Agriliance.  Agriliance, in turn, sells our product and product it obtains from other
suppliers to numerous local cooperatives and other crop protection and crop nutrient retailers.

In November 2001, we sold our interest in our petroleum products marketing venture, Country Energy, to Cenex Harvest States
Cooperatives.  As a part of this transaction, for an initial period of two years, we will sell all refined products produced at our
Coffeyville, Kansas refinery to Cenex Harvest States.  Cenex Harvest States, in turn, will sell our products and products it obtains
from other suppliers to numerous local cooperatives and other petroleum products retailers.

Our business is focused on two areas:  agricultural inputs and outputs.

Agricultural Inputs

In this area, we operate as a farm supply cooperative.  Our three main farm supply product divisions are as follows:

o        Crop Production
o        Petroleum
o        Feed

In 2001, our sales of farm supply products were $2.5 billion.  Approximately 54% of these farm supply products were manufactured in
plants owned or operated by Farmland.  Member cooperative associations purchased approximately 57% of the farm supply products we
sold in 2001.  These cooperatives distribute products primarily to farmers and ranchers who are the end users of the farm supply
products we sell.


Agricultural Outputs

In this area, we operate as a processing and marketing cooperative.  Our agricultural outputs operations are as follows:

o        The processing and marketing of meat products (Refrigerated Foods)
o        The origination, storage and marketing of grain (World Grain)

In 2001, our members supplied about 79% of the hogs we processed, 32% of the cattle we processed and 59% of the grain that we
marketed domestically.  Substantially all of the pork and beef products we sold in 2001 were processed in plants we own.


                                                             THE OFFERING

Description of Securities

We are offering $100.0 million of Demand Loan Certificates.  We are offering $260.0 million of Subordinated Debenture Bonds for sale
or to exchange for certain Farmland subordinated debt securities.  All Demand Loan Certificates and Subordinated Debenture Bonds
offered by this prospectus will be issued in uncertificated form. This means we do not issue a certificate for any of our debt
securities that you may purchase.  Rather, your investment in our debt securities will be evidenced by an entry on our records.  To
facilitate your recordkeeping, we will issue to you a receipt and a bond instruction which will state the amount of securities you
own and we will periodically send to you a statement of your account.  The terms and conditions of the debt securities which we are
offering for sale or exchange are more fully described  in the section "Description of Debt Securities" which begins on page 14.


The Demand Loan Certificates are available with a minimum investment of $1,000.  The Subordinated Debenture Bonds are available in
several series, as follows:
                                                                                   Minimum
             Series                                                          Initial Investment
      Ten-Year, Series A.....................................................$          1,000
      Ten-Year, Series B ....................................................$        100,000
      Five-Year, Series C....................................................$          1,000
      Five-Year, Series D....................................................$        100,000
      Ten-Year Monthly Income, Series E......................................$          5,000
      Ten-Year Monthly Income, Series F......................................$        100,000
      Five-Year Monthly Income, Series G.....................................$          5,000
      Five-Year Monthly Income, Series H.....................................$        100,000

Maturity

o        Demand Loan Certificates are payable upon demand.

o        Subordinated Debenture Bonds of Series A and Series B mature 10 years from the date of original issuance.

o        Subordinated Debenture Bonds of Series C and Series D mature 5 years  from the date of original issuance.

o        Monthly Income Subordinated Debenture Bonds of Series E and Series F mature 10 years from the date of original issuance.

o        Monthly Income Subordinated Debenture Bonds of Series G and Series H mature 5 years from the date of original issuance.

Interest Rates

The interest rates we pay on the various debt securities we are selling can be found under the heading "Determination of Interest
Rates" on page 9. Also, you may obtain information about the interest rates we pay by calling Farmland Securities Company,
1-800-821-8000, Extension 6360.

Interest Payment

Interest on the Demand Loan Certificates is payable in one of the following ways at the option of the purchaser:

a)       six months after the date of original issuance, and at the end of each and every six month period thereafter until the
     Demand Loan Certificate is surrendered for redemption, or

b)       only at the date of redemption, with interest compounded semi-annually at the effective Certificate Interest Rate.

The interest payment option on the Demand Loan Certificate is selected by the purchaser at the time of purchase and is irrevocable.

Interest on the Subordinated Debenture Bonds (Series A, Series B, Series C and Series D) is paid semi-annually on  January 1 and July
1 or at the holder's election may be left to accumulate semi-annually.  See the sub-heading "Interest Payments" found within the
headings "Ten-Year, Series A and B" beginning on page 18 and "Five-Year, Series C and D" beginning on page 19.

Interest on Monthly Income Subordinated Debenture Bonds (Series E, Series F, Series G and Series H) is paid on the first day of each
month.  See the sub-heading "Interest Payments" found within the headings "Ten-Year Monthly Income, Series E and F" beginning on page
22 and "Five-Year Monthly Income, Series G and H" beginning on page 23 of this prospectus.

Provisions for Early Redemption at the Option of Holders

1.       We will redeem the Ten-Year Series A and Series B and Five-Year Series C and Series D Subordinated Debenture Bonds held by a
     trustee or custodian in an individual retirement account ("IRA") as necessary to satisfy mandatory withdrawals from the IRA.

2.       We will redeem the Ten-Year Series A and Series B, and Five-Year Series C and Series D Subordinated Debenture Bonds upon
     notice of the death of the holder.

3.       We will redeem limited amounts of Subordinated Debenture Bonds of Series A, Series B, Series C and Series D before they
     mature if certain restrictive conditions are satisfied.  The limited amount of Subordinated Debenture Bonds that we will redeem
     before maturity is explained under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture Bonds" beginning
     on page 20 of this prospectus.  A summary of the other limitations on the redemption before maturity of Subordinated Debenture
     Bonds of Series A, Series B, Series C and Series D follows:

o        Except when held by a trustee or custodian in an IRA as stated in (1) above, the Ten-Year Subordinated Debenture Bonds
         (Series A and Series B) must have been held for at least 3 years.

o        Except when held by a trustee or custodian in an IRA as stated in (1) above, the Five-Year Subordinated Debenture Bonds
         (Series C and Series D) must have been held for at least 2 years.

4.       We will redeem the Ten-Year Monthly Income Subordinated Debenture Bonds (Series E and Series F), and Five-Year Monthly
     Income Subordinated Debenture Bonds (Series G and Series H) before maturity only upon notice of the death of the holder.

Provisions for Early Redemption at the Option of Farmland

Subordinated Debenture Bonds of Ten-Year Series A and Series B, and Five-Year Series C and Series D, may be called at the option of
Farmland two years after the date of issue.

Monthly Income Subordinated Debenture Bonds of Ten-Year Series E and Series F, and Five-Year Series G and Series H, cannot be called
by Farmland.

Subordination

The rights of holders of the Subordinated Debenture Bonds to receive payments of principal and interest are subordinated in right of
payment to all existing and future holders of Senior Indebtedness. Senior Indebtedness includes, among other things, Demand Loan
Certificates, obligations of Farmland for money borrowed from or guaranteed to banks, trust companies, insurance companies or pension
trusts, and indebtedness created after the date of the Subordinated Indenture under instruments which state that such indebtedness is
Senior Indebtedness.

The Subordinated Debenture Bonds and the Demand Loan Certificates are also structurally subordinated to all obligations of Farmland's
subsidiaries.

Underwriting Discounts and Commissions

We will pay Farmland Securities Company a commission not to exceed 4% of the aggregate sales price of the Subordinated Debenture
Bonds and Demand Loan Certificates offered.  We also pay Farmland Securities Company for all expenses it incurs related to the sale
of these securities.  However, this additional payment is limited to no more than 3% of the aggregate sales price of the securities
being offered.

Purpose of the Exchange Offer

The purpose of the exchange offer is to extend the period of time we utilize funds borrowed from an investor in our Subordinated
Debenture Bonds.  For additional information regarding the exchange offer, including how to accept the exchange offer, please see
"Exchange Offer" on page 12 of this prospectus.

Selling Price

The debt securities, if sold for cash, will be sold for 100% of the face amount.

Use of Proceeds

Proceeds received from the sale of the debt securities will be used for general corporate purposes, including repayment of debt and
the funding of capital expenditures.


                                                             RISK FACTORS

You should consider carefully the following risk factors in addition to the other information contained in or incorporated by
reference into this prospectus.

                                                    Risks Relating to the Offering

The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both the Subordinated
Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our subsidiaries.
The Subordinated Debenture Bonds offered by this prospectus for sale and for exchange are unsecured obligations of Farmland and are
subordinated in right of payment to all existing and future Senior Indebtedness of Farmland.  As a result, no payment of principal or
interest will be made on the Subordinated Debenture Bonds until payment has been made on the amounts then due on Senior
Indebtedness.  See "Description of Debt Securities - Subordination" on page 24 of this prospectus.

In addition, both the Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to all liabilities
of Farmland's subsidiaries.  Any right of Farmland to receive assets from any subsidiary which liquidates will be subject to the
claims of such subsidiary's creditors.  As a result, the right of holders of the Subordinated Debenture Bonds and Demand Loan
Certificates to participate in those assets is subject to the claims of such subsidiary's creditors.  Accordingly, the Subordinated
Debenture Bonds and the Demand Loan Certificates are structurally subordinated to all indebtedness and other liabilities, including
trade accounts payable, of our subsidiaries.

As of August 31, 2001:

1.       Farmland had $293.2 million of outstanding liabilities which constitute Senior Indebtedness; in addition, Senior
         Indebtedness includes obligations for future payments under long-term leases of approximately $249.6 million through
         December 2004;

2.       Farmland had outstanding $535.4 million aggregate principal amount of subordinated indebtedness; and

3.       Certain Farmland subsidiaries had outstanding $272.0 million aggregate principal amount of indebtedness, of which $256.5
         million was nonrecourse to Farmland or Farmland's other affiliates.

The Indenture under which the Subordinate Debenture Bonds and Demand Loan Certificates are issued do not restrict the incurrence of
indebtedness and various other transactions.
The indentures under which the debt securities are issued do not contain any provision that would limit the ability of Farmland or
any of its affiliates to incur indebtedness of any type or that would provide holders of the debt securities protection in the event
of a highly leveraged transaction, restructuring, change in control, merger, sale of substantially all of our assets or similar
transaction involving Farmland.  In the event of these transactions, we cannot assure you that Farmland or any successor would be
able to repay holders of our debt securities either from continuing operations or from proceeds of any such transaction.

Credit Facility provisions could restrict our ability to repay our subordinated debt.
Our Credit Facility with a group of banks and other lenders is Senior Indebtedness and contains affirmative, negative and financial
covenants.  Violation of these covenants or any other breach relating to this indebtedness, including payment defaults, would create
a default on our Senior Indebtedness.  If default occurs, we will not make payments of principal and interest on the Subordinated
Debenture Bonds, as well as our other subordinated debt.  Payments may begin again when the breach or violation is resolved.

We cannot assure you that we will have sufficient funds available to pay interest and principal.
We have not and do not intend to establish special cash reserves, escrow accounts or trusts for payment of principal or interest on
the debt securities offered in this prospectus.  We have relied on, and plan to continue to rely on, general corporate funds provided
through operations, sale of assets and other borrowings to make all principal and interest payments when due.

Restricted redemption rights of holders of Subordinated Debenture Bonds may make these bonds an unsuitable investment for you.
Holders of Subordinated Debenture Bonds may redeem their investments prior to maturity only under restricted conditions.  These
restricted conditions are more fully described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture
Bonds" beginning on page 20 of this prospectus.  Depending on your investment objectives, these restricted redemption rights may make
the Subordinated Debenture Bonds an unsuitable investment for you.

You may be unable to sell your debt security because there is no trading market for our debt securities.
A trading market does not exist for our debt securities.  Also, it is highly unlikely that a secondary market for these securities
will develop.  We do not plan to list any of the debt securities on any securities exchange.

These securities are offered through our wholly-owned subsidiary, which has received a partial exemption from regulatory requirements.
Farmland Securities Company ("FSC") is our wholly-owned subsidiary.  FSC's business is limited to the offer and sale of securities
issued by us.  Because FSC is wholly-owned by Farmland, the offering requires a partial exemption from requirements of Rule 2720 of
the NASD.  This partial exemption requires, among other things, that a minimum of 80 percent of the dollar amount of debt security
sales be to a defined group as approved by the NASD.  Only persons associated with us or FSC participated in determining the terms,
including price, of the securities offered in this prospectus.


Risks Relating To Our Business And Industry

We have suffered losses in our operations in recent years and our earnings are volatile due to factors not within our control.
In our fiscal year ended August 31, 2001, we suffered a net loss of $90.0 million.  In our fiscal year ended August 31, 2000, we
suffered a net loss of $29.3 million.  We operate in the crop production, petroleum, feed, refrigerated foods and grain businesses.
Our sales, gross margins, and net income depend, to a large extent, on conditions in agriculture and may be volatile due to factors
beyond our control, such as weather, crop failures, federal agricultural programs, production efficiencies, and currency
fluctuations, tariffs and other factors affecting U.S. imports and exports.  In addition, various federal and state regulations to
protect the environment encourage farmers to reduce the use of fertilizers and other chemicals.  Global variables which affect
supply, demand and price of crude oil, refined fuels, natural gas and other commodities may impact our operations.  Historically,
changes in the cost of raw materials used in the manufacture of Farmland's finished products have not necessarily resulted in
corresponding changes in the prices at which such products have been sold.  For example, over the last few years, the results of our
crop production business have been adversely affected by a combination of high natural gas prices and competition from imports.
Also, changes in the prices of crude oil and refined fuels have caused, and will continue to cause, significant variations in the
results of our petroleum business.  Management cannot determine the extent to which the factors mentioned above may impact our future
operations.

Potential environmental liabilities related to both current and former operations may adversely impact our financial results.
Farmland is subject to various federal, state and local environmental laws and regulations, including those governing the use,
storage, discharge and disposal of hazardous materials, which may impose significant liability for cleanup of environmental
contamination.  Farmland uses hazardous materials and generates hazardous wastes in the ordinary course of our manufacturing
processes.

Our business is subject to unpredictable changes in agricultural production and market conditions.
Our financial success depends largely on factors which affect agricultural production and market conditions.  These factors, which
are outside of Farmland's control, often change agricultural production and market conditions in an unpredictable manner.  Therefore,
we cannot determine the future impact on our operations from changes in these external factors.  We expect demand for our products to
continue to be volatile as agricultural conditions change.

As a cooperative, we have limited ability to raise equity in the capital markets.
As a cooperative, we cannot sell our voting common equity to traditional public or private markets.  Instead, equity is raised
largely from payment of the noncash portion of patronage refunds with common stock, associate member common stock and capital
credits, from offerings of preferred stock and from net income on transactions with nonmembers.

For additional information regarding risk factors, you should refer to our Form 10-K for the year ended August 31, 2001 which is
attached to this prospectus.







                                                  RATIOs OF EARNINGS TO FIXED CHARGES

The following table sets forth our consolidated ratios of earnings to fixed  charges for the periods shown.  The ratios of earnings
to fixed charges have been computed by dividing fixed charges into the sum of (a) income (loss) before taxes for Farmland as a whole,
less capitalized interest and with adjustments to appropriately reflect our majority-owned, 50%-owned, and less-than-50%-owned
affiliates, and (b) fixed charges.  Fixed charges consist of interest on all indebtedness (including amortization of debt issuance
expenses) and the component of operating rents determined to be interest, with adjustments as appropriate to reflect our 50%-owned
and less-than-50%-owned affiliates.


                                                                  Fiscal Years Ended August 31,
                                                              --------------------------------------
                                                              ------- ------- ------ ------- -------
                                                               1997    1998   1999    2000    2001

Ratio of Earnings to Fixed Charges........................     3.0     1.6     1.2    (1)     (1)


(1)  Income was inadequate to cover fixed charges for the fiscal years ended August 31, 2000 and 2001.  The dollar amounts of the
coverage deficiencies were $24.8 million and $113.3 million, respectively.


                                                    DETERMINATION OF INTEREST RATES


The Certificate Interest Rate is the interest rate per year for Demand Loan Certificates as determined, from time to time, by
Farmland.  Each Demand Loan Certificate will earn interest at the Certificate Interest Rate in effect on the date of issuance of such
Demand Loan Certificate for a period of six (6) months.  If during such six (6) month period the Certificate Interest Rate for Demand
Loan Certificates is increased to a rate higher than that currently in effect for a Demand Loan Certificate, then each such Demand
Loan Certificate will earn interest at the increased rate from the effective date of the increase to the end of such Demand Loan
Certificate's then current six (6) month period.  Six (6) months from the date of issuance of each Demand Loan Certificate and each
six (6) month anniversary date after the issuance date, such Demand Loan Certificate will, if not redeemed, earn interest at the
Certificate Interest Rate for Demand Loan Certificates in effect on such anniversary date, but only for a six (6) month period from
such anniversary date, subject to the escalation provisions previously set forth.  A decrease in the Certificate Interest Rate for
Demand Loan Certificates will have no effect on the Certificate Interest Rate of any Demand Loan Certificate issued prior to the
decrease unless such decreased rate is in effect on the first day of the next subsequent six (6) month period of such outstanding
Demand Loan Certificate. If redeemed by a Farmland voting member cooperative during a one (1) month period or by any other purchaser
during a six (6) month period immediately following the date of original issuance, the Demand Loan Certificates will bear interest
from the date of original issuance to the date of redemption at a rate 2% below the Certificate Interest Rate (the "Demand Rate").
Thus, if the Certificate Interest Rate were 6% per year, the Demand Rate would be 4% per year for any Demand Loan Certificate so
redeemed.

The Bond Interest Rate with respect to any series of Subordinated Debenture Bonds is the interest rate per year for such Series, as
determined by Farmland, from time to time, after giving consideration to the current rates of interest established by various money
markets, and Farmland's need for funds. Any change in the Bond Interest Rate will not affect the Bond Interest Rate on any
Subordinated Debenture Bonds for which the full purchase price was received prior to the change.

On the date of this prospectus, the Certificate Interest Rate on Demand Loan Certificates and the Bond Interest Rate on Subordinated
Debenture Bonds is as follows:

                                                                         Minimum                Certificate
                                                                    Initial Investment         Interest Rate
Demand Loan Certificates       .......................................$     1,000                 __.__%

                                                                                                   Bond
Subordinated Debenture Bonds:Interest Rates
      Ten-Year, Series A..............................................$     1,000                  _.__%
      Ten-Year, Series B .............................................$   100,000                  _.__%
      Five-Year, Series C.............................................$     1,000                  _.__%
      Five-Year, Series D.............................................$   100,000                  _.__%
      Ten-Year Monthly Income, Series E...............................$     5,000                  _.__%
      Ten-Year Monthly Income, Series F...............................$   100,000                  _.__%
      Five-Year Monthly Income, Series G..............................$     5,000                  _.__%
      Five-Year Monthly Income, Series H..............................$   100,000                  _.__%


Whenever the Certificate Interest Rate or Bond Interest Rate is changed, we will amend this prospectus to specify the interest rate
in effect after the date of the change.  Whenever the Certificate Interest Rate or the  Bond Interest Rate is changed, Farmland will
mail a notice to holders of Demand Loan Certificates and Subordinated Debenture Bonds of the change.  Information concerning the
Certificate Interest Rate and Bond Interest Rate can be obtained from the prospectus or from Farmland Securities Company, Post Office
Box 20087, Dept. 98, Kansas City, Missouri 64195-0087 (telephone 1-800-822-8263, extension 6360).


                                                            USE OF PROCEEDS


This offering of Farmland debt securities is made on a best efforts basis with no established minimum amount that must be sold.
However, assuming that all of the Subordinated Debenture Bonds and Demand Loan Certificates (the "Offered Debt Securities") offered
are sold, the proceeds to Farmland, net of expenses, will be approximately $351 million.  To the extent Subordinated Debenture Bonds
are exchanged pursuant to the exchange offer, net cash proceeds will be reduced by the face amount of Subordinated Debenture Bonds
exchanged, up to $80 million.  We intend to use the proceeds of this offering as follows:

Description                                                            Amount
Capital Expenditures & Investments in Ventures..................       $ 127 million
Refinance Subordinated Debt.....................................            40 million
Fund General Corporate Requirements.............................          184 million
Total...........................................................       $ 351 million


The subordinated debt which we propose to refinance has interest rates ranging from 6.5% to 10% and matures at various times prior to
February 2014.

If proceeds from the sale of these securities are less than amounts required for these purposes, additional funds may be obtained
from operations, from banks or other borrowings or from other financing arrangements.

                                                         PLAN OF DISTRIBUTION

The securities offered by this prospectus for cash and for exchange are offered by Farmland Securities Company ("FSC") and may be
offered by other broker-dealers selected by Farmland. FSC's commitment is to use its best efforts to solicit orders for the
securities being offered.  FSC has not made a firm commitment and is not obligated to solicit offers for any specified amount of debt
securities.  There is no requirement that any minimum amount of securities must be sold.  The offering is for an indeterminate period
of time not expected to be in excess of two years.

FSC, located at 12200 North Ambassador Drive, Kansas City, Missouri, is a wholly-owned subsidiary of Farmland organized for the sole
purpose of offering Farmland's Demand Loan Certificates and Subordinated Debenture Bonds for sale to the general public and/or for
exchange and to solicit offers which are subject to acceptance by Farmland.  FSC is a member of the NASD and the Securities Investor
Protection Corporation (SIPC).  FSC's involvement in this offering is in compliance with terms of a partial exemption from
requirements of Rule 2720 of the NASD because no persons, other than persons associated with Farmland or FSC, participated in
determining the price and other terms of the securities offered by this prospectus.  Farmland will pay commissions to FSC not to
exceed 4% of the aggregate price of the Offered Debt Securities.  Farmland will pay all expenses and liabilities incurred by FSC,
limited to an amount not to exceed 3% of the aggregate sales price of the Offered Debt Securities.  FSC is a registered broker-dealer
under the Exchange Act but has only limited authority to engage in the offer and sale of securities issued by Farmland.  Farmland
will indemnify FSC for certain liabilities under the Securities Act of 1933, as amended (the "Securities Act").

FSC and other brokers-dealers, if any, selected by Farmland have agreed or will agree to deliver to prospective investors at the time
of or prior to any offering of such certificates for sale or for exchange a current prospectus relating to the Offered Debt
Securities, our latest Annual Report on Form 10-K, and our latest Quarterly Report on Form 10-Q.

Farmland may engage other broker-dealers that are qualified to offer and sell Offered Debt Securities in a particular state and that
are members of the NASD.  Each broker-dealer participating in this offering is responsible for complying with all statutes, rules and
regulations of all jurisdictions in which each participating broker-dealer offers the Offered Debt Securities for sale.  Farmland
will pay to other selected broker-dealers, for their services, a sales commission of not more than 4% of the face amount of
Subordinated Debenture Bonds sold and not more than 1/2 of 1% of the face amount of Demand Loan Certificates sold.  In addition,
Farmland may pay to selected broker-dealers an unallocated due diligence and marketing fee of not more than 1/2 of 1% of the face
amount of the Subordinated Debt Securities sold.  Farmland may indemnify selected broker-dealers for certain liabilities arising out
of violations by Farmland of blue sky laws or the Securities Act.

First Union Securities, Inc., a member of the NASD, participated as a qualified independent underwriter in the "due diligence" review
with respect to the preparation of this prospectus and received approximately $50,000 for such participation. First Union Securities,
Inc. will not participate in the pricing of the Offered Debt Securities.

                                                            EXCHANGE OFFER

Farmland is offering:

1)       to the owners of its Subordinated Capital Investment Certificates, its Ten-Year Bonds and its Five-Year Bonds, the right to
              exchange such securities for an equivalent principal amount of any Monthly Income Bond ($5,000 minimum) which, at the
              time of the exchange, is being offered by this prospectus.  The option to exchange a Subordinated Capital Investment
              Certificate, Ten-Year Bond or Five-Year Bond into a Monthly Income Bond is not affected by the period of time the
              Subordinated Capital Investment Certificate, Ten-Year Bond or Five-Year Bond has been held.  Farmland will not redeem
              Monthly Income Bonds prior to maturity except upon death of the owner.

2)       to the owners of its Subordinated Capital Investment Certificates, its Ten-Year Bonds and its Five-Year Bonds which have
              been held until eligible for redemption prior to maturity at the option of the owner, the right to exchange such
              securities for an equivalent principal amount of any Ten-Year Bond or Five-Year Bond which, at the time of the exchange,
              is being offered by this prospectus.  This option to exchange into Ten-Year Bonds or Five-Year Bonds is affected by the
              period of time the outstanding security has been held.  The required holding period is as follows:

                  If, at the time of issuance, the            Then, to be eligible for
                  maturity period of the                      exchange, the certificate must
                  certificate held was:                       have been held for:
                  ----------------------------------          ----------------------------------
                             (In Years)                                  (In Years)
                                  5                                           2
                                 10                                           3

For certificated Subordinated Capital Investment Certificates, Ten-Year Bonds and Five-Year Bonds, an exchange will be made effective
on the day certificates or bonds eligible for exchange are received by Farmland Securities Company's office in Kansas City, Missouri
or by a registered representative of Farmland Securities Company.  For uncertificated Ten-Year Bonds and Five-Year Bonds, an exchange
will be made effective on the day a properly signed bond instruction requesting exchange of a security eligible for exchange is
received by Farmland Securities Company's office in Kansas City, Missouri or by a registered representative of Farmland Securities
Company.  However, for any certificate, bond or bond instruction received within a fifteen (15) day period preceding the record date
of such security, the exchange will be effective as of the first day following such record date.  The exchange is irrevocable after
the effective date, but is revocable at any time prior to the effective date.  Notice of an owner's revocation may be in writing,
delivered to the address given below (see "How to Accept Exchange Offer" included in this prospectus) or by telephone to (816)
713-6360.  This exchange offer will expire at 12:00 P.M. Eastern Standard Time on December 31, 2002, unless terminated prior to such
date.  We will mail a notice to holders of certificates or bonds eligible for exchange at least 30 days prior to the effective date
of Farmland's termination of this exchange offer.

Any interest accrued on a security being exchanged will be paid on the day the exchange is made effective.

The following discussion is a brief summary of the principal United States Federal income tax consequences under current Federal
income tax laws relating to exchanges of debt securities.  This summary is the opinion of Robert B. Terry, General Counsel for
Farmland, is not intended to be exhaustive and, among other things, does not describe any state, local or foreign income and other
tax consequences.  Owners of these debt securities should seek advice from their tax advisor before accepting the exchange offer.
Generally, the exchange of debt securities would be considered as taxable exchanges, although it is possible that certain exchanges
may be considered as non-taxable exchanges.  The basis for determining a taxable gain or loss on a taxable exchange for an owner to
take into account as gain or loss is the difference between the fair market value of the security being received and his basis
(usually cost) in the security being exchanged.  As a practical matter, most owners should have no gain or loss since the
certificates and bonds were sold at 100% of face amount and the fair market value of the bonds received in the exchange should be
considered 100% of the face amount of the certificates or bonds exchanged.  However, since it is possible for a prior owner to have
sold his certificate or bond to another person at a cost which is more or less than he had paid for it, a subsequent owner could have
a different cost from the cost at the time of original issuance.  Any gain or loss recognized on a taxable exchange generally would
be taken into account for purpose of federal income taxes as a gain or loss from the sale or disposition of a capital asset except
that, if an owner purchased a debt security at a "market discount" (i.e., at a price less than its face amount), all or a portion of
the owner's gain may be treated as ordinary income, rather than capital gain, for federal income tax purposes.  Characterization of
any capital gain or loss as short-term or long-term will depend on the length of time the debt security had been held by the owner as
of the date of the exchange.  Again, we emphasize that owners of these debt securities should seek advice from their tax advisor
before accepting the exchange offer.


                                                     HOW TO ACCEPT EXCHANGE OFFER

Registered holders may accept the exchange offer by delivering the certificate or bond evidencing the debt security which is eligible
for exchange (or , in the case of uncertificated bonds, a bond instruction for the debt security which is eligible for exchange),
(see "Exchange Offer" immediately above), to Farmland Securities Company, P.O. Box 20087, Dept. 98, Kansas City, Missouri 64195-0087
or to a registered representative of Farmland Securities Company for execution.  The certificate, bond or bond instruction should be
assigned to Farmland Securities Company in the transfer section and endorsed by all of the persons whose names appear on the face of
the certificate, bond or bond instruction.  Should any registered owner be incapable of endorsing the certificate, bond or bond
instruction, additional documentation may be necessary.  Call (816) 713-6360 or write to the above address for specific information.
Should registered owners wish to have the new certificate or bond issued to persons other than the person in whose name the
certificate or bond being exchanged was registered, the endorsement signatures must be guaranteed by a bank, stockbroker, savings and
loan association or credit union with membership in an approved signature guarantee Medallion Program, pursuant to S.E.C. Rule
17Ad-15.  A United States Treasury Form W-9, Backup Withholding Certificate must be completed and signed by the principal owner of the
new bond.

                                                       HOW TO TRANSFER OWNERSHIP

To transfer ownership of the Offered Debt Securities, you must sign a bond instruction transferring the applicable debt security to
the new owner(s).   You or the new owner must than deliver the signed bond instruction to Farmland Securities Company, P.O. Box
20087, Dept. 98, Kansas City, Missouri 64195-0087.  Should any registered owner be incapable of signing the bond instruction,
additional documentation may be necessary.  Call (816) 713-6360 or write Farmland Securities Company, P.O. Box 20087, Kansas City,
Mo. 64195-0087 Dept. 98 for specific information.  All transfer requests require that signatures be guaranteed by a bank,
stockbroker, savings and loan association or credit union with membership in an approved signature guarantee Medallion Program,
pursuant to S.E.C. Rule 17Ad-15.  A United States Treasury Form W-9 Backup Withholding Certificate must be completed and signed by
the new principal owner.

The transfer will be made effective on the day a properly signed bond instruction is received at Farmland Securities Company's office
in Kansas City, Missouri or received by a registered representative of Farmland Securities Company.  However, for any bond
instruction received within a fifteen (15) day period preceding the record date of the applicable debt security, the transfer will be
effective as of the first day following such record date.


                                                    DESCRIPTION OF debt securities

Under this prospectus, Farmland is offering the following Offered Debt Securities, namely:


             Demand Loan Certificates, with a minimum initial investment of $1,000.

             Subordinated Debenture Bonds issuable in series, as follows:
                                                                                  Minimum
                  Series                                                    Initial Investment
      Ten-Year, Series A.....................................................$          1,000
      Ten-Year, Series B ....................................................$        100,000
      Five-Year, Series C....................................................$          1,000
      Five-Year, Series D....................................................$        100,000
      Ten-Year Monthly Income, Series E......................................$          5,000
      Ten-Year Monthly Income, Series F......................................$        100,000
      Five-Year Monthly Income, Series G.....................................$          5,000
      Five-Year Monthly Income, Series H.....................................$        100,000

The Demand Loan Certificates are called the "Demand Loan Certificates" and the various series of Subordinated Debenture Bonds
referred to above are collectively called the "Subordinated Debenture Bonds".  All Demand Loan Certificates and Subordinated
Debenture Bonds offered through this prospectus will be issued in uncertificated form.  That means we do not issue a certificate for
any of our debt securities that you may purchase.  Rather, your investment in our debt securities will be evidenced by an entry on
our records.

The Demand Loan Certificates will rank equally with all other unsecured and unsubordinated debt of Farmland and will be issued under
the indenture dated December 4, 1997 between Farmland and UMB Bank (the "Senior Indenture").  The Demand Loan Certificates are direct
obligations of Farmland.  As described below, the Senior Indenture permits the issuance of unsubordinated debt in series, of which
the Demand Loan Certificates are a series.  For information as to the structural subordination of the Demand Loan Certificates , see
"Risk Factors - The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both the
Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our subsidiaries"
beginning on page 6.

Each series of Subordinated Debenture Bonds will be subordinate and junior in right of payment to all Senior Indebtedness (as defined
below) of Farmland and will be issued under the indenture dated December 4, 1997 between Farmland and Commerce Bank (the
"Subordinated Indenture").  The Senior Indenture and the Subordinated Indenture are each referred to in this prospectus as an
"Indenture".  As described below, the Subordinated Indenture permits the issuance of subordinated debt in series, of which each series
of Subordinated Debenture Bonds offered by this prospectus is a series.

The unsubordinated debt issuable under the Senior Indenture and the subordinated debt issuable under the Subordinated Indenture are
referred to collectively as the "Debt Securities".

Each series of Debt Securities issued pursuant to an Indenture will be issued pursuant to an amendment or supplemental indenture or
pursuant to an Officers' Certificate, in each case delivered pursuant to resolutions of the Board of Directors of Farmland and in
accordance with the provisions of Section 3.01 of the applicable Indenture.  The terms of the Debt Securities include those stated in
the applicable Indenture and those made part of the applicable Indenture by reference to the Trust Indenture Act of 1939, as amended
(the "TIA").  The Debt Securities are subject to all such terms and the Holders of Debt Securities are referred to the Indentures and
the TIA for a statement of such terms.

The following summaries of certain provisions of each Indenture and of the Debt Securities and the Offered Debt Securities are not
complete and are qualified in their entirety by reference to the provisions of the applicable Indenture, including the definitions of
capitalized terms used in this prospectus without definition.  Numerical references in parentheses are to sections in the applicable
Indenture and, unless otherwise indicated, capitalized terms have the meanings given them in the Indentures.


General

Neither Indenture limits the amount of Debt Securities, debentures, notes or other evidences of indebtedness that may be issued by
Farmland or any of its subsidiaries.  Furthermore, neither Indenture affords Holders of Debt Securities protection in the event of a
highly leveraged transaction, restructuring, change in control, merger or similar transaction involving Farmland that may adversely
affect Holders of Debt Securities.

Each Indenture provides that Debt Securities may be issued from time to time in one or more series.  Under each Indenture, Farmland
has the authority to establish as to each series:

1)       the title of the Debt Securities of the series;

2)       any limit upon the aggregate principal amount of the Debt Securities of the series;

3)       the date or dates on which the principal of or premium, if any, on the Debt Securities of the series shall be payable or the
     methods for the determination of principal or premium;

4)       the rate or rates at which such Debt Securities will bear interest, if any, or the method or methods of calculating such
     rate or rates of interest, the date or dates from which such interest shall accrue or the method or methods by which such date or
     dates shall be determined, the interest payment dates on which any such interest shall be payable, the right, if any, of Farmland
     to defer or extend an interest payment date, the record date, if any, for the interest payable on any Interest Payment Date, and
     the basis upon which interest shall be calculated if other than that of a 365-day year;

5)       the place or places where such Debt Securities shall be payable or surrendered for registration of transfer or exchange;

6)       the period or periods within which, the price or prices at which, and the other terms and conditions upon which, such Debt
     Securities may be redeemed, in whole or in part, at the option of Farmland;

7)       the obligation, if any, of Farmland to redeem or purchase such Debt Securities pursuant to any sinking fund or analogous
     provisions or upon the happening of a specified event or at the option of a Holder and the period or periods within which, the
     price or prices at which and the other terms and conditions upon which, such Debt Securities shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

8)       the denominations in which such Debt Securities shall be issuable;

9)       if other than the entire principal amount of the Debt Security, the portion of the principal amount of Debt Securities of
     the series which shall be payable upon declaration of acceleration upon an event of default;

10)      provisions, if any, granting special rights to the holders of Debt Securities of the series upon the occurrence of specified
     events;

11)      any deletions from, modifications of or additions to the events of default specified in the applicable Indenture or
     covenants of Farmland specified in the applicable Indenture;

12)      the forms of such Debt Securities and interest coupons, if any, of the series;

13)      the applicability, if any, to the Debt Securities and interest coupons, if any, of the series of defeasance provisions;

14)      if other than Farmland, the identity of the Registrar and any Paying Agent;

15)      any restrictions on the registration, transfer or exchange of such Debt Securities; and

16)      any other terms of the series including any terms which may be required by or advisable under United States laws or
     regulations or advisable (as determined by Farmland) in connection with the marketing of Debt Securities of the series. (Section
     3.01)

Unless otherwise indicated as to a series of Debt Securities, the Debt Securities will be issued only in uncertificated form.

Debt Securities denominated in U.S. dollars will be issued in denominations of not less than $1,000. (Section 3.02)

Unless otherwise indicated as to a series of Debt Securities, the principal of, and any premium or interest on, any series of Debt
Securities will be payable at the principal executive offices of Farmland in Kansas City, Missouri, provided that, at the option of
Farmland, payment of interest may be made by check mailed to the address of the Holder entitled thereto as it appears in the related
security register or by electronic funds transfer or similar means to an account maintained by the Holder entitled thereto as it
appears in the related security register.  (Sections 3.05, 3.07, 6.02). The office address of Farmland is 12200 North Ambassador
Drive, Kansas City, Missouri, 64163-1244.

Farmland will issue the Offered Debt Securities on the day (the "Date of Original Issuance") on which it receives (or is deemed to
receive) and has accepted payment of the full purchase price.  Any payments (other than by electronic funds transfer or similar
means) received after noon shall be deemed received by Farmland on the next business day.  Electronic funds transfers are effective
when funds are received.  No Offered Debt Security shall be valid or obligatory for any purpose unless registered on the register.


Demand Loan Certificates

Interest

If purchased and held by a Farmland voting member cooperative for a one (1) month period or by any other purchaser for a six (6)
month period immediately following the Date of Original Issuance of the Demand Loan Certificates, the principal amount of the Demand
Loan Certificates will bear interest at the interest rate, as determined by Farmland, from time to time (the "Certificate Interest
Rate").  Each Demand Loan Certificate will earn interest at the Certificate Interest Rate in effect on the Date of Original Issuance
of such Demand Loan Certificate for a period of six (6) months.  If during such six (6) month period the Certificate Interest Rate is
increased to a rate higher than that currently in effect for the Demand Loan Certificates, then each such Demand Loan Certificate
will earn interest at the increased rate from the effective date of the increase to the end of such Demand Loan Certificate's then
current six (6) month period.  Commencing six (6) months from the Date of Original Issuance of each Demand Loan Certificate and on
each six (6) month anniversary date thereafter, such Demand Loan Certificate will, if not redeemed, earn interest at the Certificate
Interest Rate in effect on such anniversary date, but only for a six (6) month period from such anniversary date, subject to the
escalation provisions previously set forth.  A decrease in the Certificate Interest Rate will have no effect on any Demand Loan
Certificate issued prior to the decrease until the first day of the next subsequent six (6) month period of such outstanding Demand
Loan Certificate.  Holders of Demand Loan Certificates are notified of the effective date of any change of the Certificate Interest
Rate which affects the Demand Loan Certificates held. If redeemed by a Farmland voting member cooperative during a one (1) month
period or by any other purchaser during a six (6) month period immediately following the Date of Original Issuance, the Demand Loan
Certificates shall bear interest from Date of Original Issuance to date of redemption at a rate 2% below the Certificate Interest
Rate (the "Demand Rate").  Thus, if the Certificate Interest Rate is 6% per year, the Demand Rate would be 4% per year for any Demand
Loan Certificate so redeemed.  Interest on the principal amount of any Demand Loan Certificates held longer than six (6) months will
be computed at the effective Certificate Interest Rate and is payable in one of the following ways at the option of the purchaser:
(a) six (6) months after the Date of Original Issuance and at the end of each and every six (6) month period thereafter until the
Demand Loan Certificate is surrendered for redemption, or (b) only at the date of redemption compounded semi-annually at the
effective Certificate Interest Rate.  The interest payment option on the Demand Loan Certificates is selected by the purchaser at the
time of the purchase and is irrevocable.

Any interest not punctually paid or duly provided for ("Defaulted Interest") on any Demand Loan Certificate will not be payable to
the Holder thereof on the applicable payment date but instead may either be paid to the person in whose name such Demand Loan
Certificate is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice of which shall be given to the Holder of such Demand Loan Certificate not less than ten (10) days prior to such
special record date, or may be paid at any time in any other lawful manner, all as more completely provided in the Senior Indenture.
(Section 3.07)


Redemption

The Demand Loan Certificates cannot be called for redemption by Farmland at any time prior to maturity.

Farmland will redeem the Demand Loan Certificates at any time upon written request of the Holder when accompanied by a bond
instruction, properly endorsed.  No partial redemptions will be permitted.  If the Demand Loan Certificate is surrendered for
redemption by a Farmland voting member cooperative during a one (1) month period or by any other Holder during a six (6) month period
immediately following the Date of Original Issuance, interest computed at the applicable Demand Rate from Date of Original Issuance
to date of redemption will be paid at the time of redemption of the Demand Loan Certificate.  If the Demand Loan Certificate is held
for a period longer than six (6) months from Date of Original Issuance, interest from the last previous date on which interest was
paid to the date of redemption computed at the applicable Certificate Interest Rate will be paid upon redemption.  Any interest held
for compounding by Farmland in accordance with an interest option made by the purchaser will be paid upon redemption of the Demand
Loan Certificate.


Subordinated Debenture Bonds

To ensure accuracy, much of the language in this section has been taken directly from the Indentures.  This language may be
legalistic and complex.  To help you understand the provisions, we have provided summaries, immediately following this paragraph, of
characteristics of the subordinated debt securities.  The summaries are not meant to be complete.  If you have questions regarding
the meaning or intent of any section, please contact your selling agent or Farmland Securities Company.  Farmland Securities Company
may be contacted by calling (816) 713-6360 or writing to:

                           Farmland Securities Company
                           P.O. Box 20087
                           Kansas City, Missouri 64195-0087


Ten-Year, Series A and B

Maturity Date
The maturity date for Subordinated Debenture Bonds, Ten-Year, Series A and Ten- Year, Series B (referred to in this prospectus
individually as "Series A Bonds" and "Series B Bonds" and collectively as the "Ten-Year Bonds") is ten (10) years from the Date of
Original Issuance.

Bond Interest Rates
The Bond Interest Rate for the Ten-Year, Series A and Ten-Year, Series B will be determined by Farmland, from time to time.

Series A Bonds
The Bond Interest Rate for any Series A Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance. The Series A Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series A Bonds will not affect the
Bond Interest Rate on any Series A Bond for which the full purchase price was received prior to the change.  The Series A Bonds
require a minimum initial investment of $1,000.

Series B Bonds
The Bond Interest Rate for any Series B Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series B Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series B Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for Series A Bond.  Any change of the Bond Interest Rate for
later issued Series B Bonds will not affect the Bond Interest Rate on any Series B Bonds for which the full purchase price was
received prior to the change.  The Series B Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest is payable on the principal of the Ten-Year Bonds from the Date of Original Issuance at the election of the purchaser, made
at the time of purchase, in one of the following ways:

1)       semiannually on January 1 and July 1, to Holders of record on the last preceding December 15 and June 15, respectively (or,
     if originally issued between the record date and the payment date, to the Holder on the Date of Original Issuance); or

2)       at maturity or at the date of redemption if redeemed prior to maturity, compounded semiannually, on December 31 and June 30
     at the applicable Bond Interest Rate.

Any election to receive payment of the interest semiannually is irrevocable.  The election to receive payment of the interest at
maturity, or at the date of redemption if redeemed prior to maturity, will be terminated upon written request of the Holder, such
termination to be effective as of the last previous interest compounding date.  Such termination is irrevocable and, at the same
time, is an election to receive payment of the interest semiannually thereafter.  Any interest attributable to periods starting with
the Date of Original Issuance and ending with the effective date of the termination will be paid upon receipt of the written request
to terminate the election.  Farmland shall have the right at any time by notice to the Holder to terminate any obligation to continue
retaining the interest of any Holder.  Such termination shall be effective as of the opening of business on the day following the
first interest compounding date after such notice is mailed to the Holder, and the Holder will be paid all the interest accrued to
the Holder's account on the effective date.

Any Defaulted Interest on any Ten-Year Bond will not be payable to the Holder on the applicable record date but instead may either be
paid to the person in whose name such Ten-Year Bond is registered at the close of business on a special record date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of such Ten-Year Bond not less
than ten (10) days prior to such special record date, or may be paid at any time in any other lawful manner, all as more completely
provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Ten-Year Bonds may be redeemed, after two (2) years from the Date of Original Issuance, at the option of Farmland at any time
prior to maturity, on at least fifteen (15) days written notice, at face value plus accrued interest to the date of redemption.  The
Subordinated Indenture permits Farmland to select in any manner at its discretion the bonds to be redeemed. (Section 4.01)

Redemption by the Holder
Farmland will redeem limited amounts of the Ten-Year, Series A Bonds and Series B Bonds prior to maturity at the option of the Holder
as described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture Bonds" beginning on page 22.


Five-Year, Series C and D

Maturity Date
The maturity date for Subordinated Debenture Bonds, Five-Year, Series C and Five-Year, Series D (referred to in this prospectus
individually as "Series C Bonds" and "Series D Bonds" and collectively as the "Five-Year Bonds") is five (5) years from the Date of
Original Issuance.

Series C Bonds
The Bond Interest Rate for any Series C Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series C Bonds  will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series C Bonds will not affect the
Bond Interest Rate on any Series C Bond for which the full purchase price was received prior to the change.  The Series C Bonds
require a minimum initial investment of $1,000.

Series D Bonds
The Bond Interest Rate for any Series D Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series D Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series D Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series C Bond.  Any change of the Bond Interest Rate for
later issued Series D Bonds will not affect the Bond Interest Rate on any Series D Bonds for which the full purchase price was
received prior to the change.  The Series D Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest is payable on the principal of the Five-Year Bonds from the Date of Original Issuance at the election of the purchaser, made
at the time of purchase, in one of the following ways:

1)       semiannually on January 1 and July 1, to Holders of record on the last preceding December 15 and June 15, respectively (or,
     if originally issued between the record date and the payment date, to the Holder on the Date of Original Issuance); or

2)       at maturity or at the date of redemption if redeemed prior to maturity, compounded semiannually, on December 31 and June 30
     at the applicable Bond Interest Rate.

Any election to receive payment of the interest semiannually is irrevocable.  The election to receive payment of the interest at
maturity, or at the date of redemption if redeemed prior to maturity, will be terminated upon written request of the Holder, such
termination to be effective as of the last previous interest compounding date.  Such termination is irrevocable and, at the same
time, is an election to receive payment of the interest semiannually thereafter.  Any interest attributable to periods starting with
the Date of Original Issuance and ending with the effective date of the termination will be paid upon receipt of the written request
to terminate the election.  Farmland shall have the right at any time by notice to the Holder to terminate any obligation to continue
retaining the interest of any Holder.  Such termination shall be effective as of the opening of business on the day following the
first interest compounding date after such notice is mailed to the Holder and the Holder will be paid all the interest accrued to the
Holder's account on the effective date.

Any Defaulted Interest on any Five-Year Bonds will not be payable to the Holder on the applicable record date but instead may either
be paid to the person in whose name such Five-Year Bond is registered at the close of business on a special record date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of such Five-Year Bond
not less than ten (10) days prior to such special record date, or may be paid at any time in any other lawful manner, all as more
completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Five-Year Bonds may be redeemed, after two (2) years from the Date of Original Issuance, at the option of Farmland at any time
prior to maturity, on at least fifteen (15) days written notice, at face value plus accrued interest to the date of redemption only.
The Subordinated Indenture permits Farmland to select in any manner at its discretion the bonds to be redeemed. (Section 4.01)

Redemption by the Holder
Farmland will redeem, at face amount plus accrued interest to the date of redemption, limited amounts of the Five-Year Bonds prior to
maturity at the option of the Holder as described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture
Bonds".


Limited Redemption Prior to Maturity of Subordinated Debenture Bonds

1.       Farmland will redeem each month, on a first come, first served basis (as evidenced by the time stamped or otherwise recorded
         as received by Farmland), a limited amount of Ten-Year, Series A, Ten-Year, Series B, Five-Year, Series C and Five-Year,
         Series D Bonds prior to maturity.  To be eligible for redemption, a Ten-Year, Series A or Ten-Year, Series B Bond must have
         been held three (3) years from Date of Original Issuance and a Five-Year, Series C or Five-Year, Series D Bond must have
         been held two (2) years from Date of Original Issuance.  Subject to the carryover discussed below, the aggregate maximum
         amount that Farmland will redeem each month of Ten-Year, Series A Bonds, Ten-Year, Series B Bonds, Five-Year, Series C
         Bonds, Five-Year, Series D Bonds and other subordinated debt that Farmland elects to include in this redemption limit and
         which, in each case, meets the requirements for redemption prior to maturity, will be the greater of:

a)       $1,500,000 or,

b)    1/2 of 1% of the combined total principal balance outstanding of all such Ten-Year Bonds, Five-Year Bonds and other bonds
                  included in this redemption limit as specified above.

         If the amount determined pursuant to the above formula in any month (including any carryover from the prior month) exceeds
         the total amount requested for redemption prior to maturity in that month, such excess is carried over to the next month and
         added to the amount available for redemption prior to maturity in that month.  Any excess, however, will not be carried
         beyond the end of Farmland's fiscal year.

         If any series eligible for early redemption under the above provision has a total balance outstanding of less than
         $5,000,000 at the end of any month, then the subordinated debt securities of that series will be redeemed at the request of
         the Holder without regard to the above dollar limitation.

2.       In addition to the amounts made available for redemption prior to maturity as described in (1) above, redemption will be
         made in the case of death of a Holder of Ten-Year Bonds and Five-Year Bonds upon written request and delivery of
         satisfactory proof of death and other documentation and in accordance with applicable laws.

3.       IRA Redemption

         In addition to the amounts made available for redemption prior to maturity as described in (1) and (2) above, if Ten-Year
         Bonds or Five-Year Bonds are held in an Individual Retirement Account (an "IRA") established under Section 408 of the
         Internal Revenue Code of 1986, as amended (the "IRC"), Farmland will redeem, upon written request, such Ten-Year Bonds and
         Five-Year Bonds to the extent necessary to satisfy mandatory withdrawals from the IRA which are required by the IRC.  Such
         redemption will be made only upon sufficient proof to Farmland that a mandatory withdrawal from the IRA is required.  In
         general, as presently in effect, the IRC requires mandatory withdrawals from an IRA to commence on April 1 following the
         calendar year in which the beneficiary reaches the age of seventy and one-half (70 1/2) years.

4.       The foregoing redemption privileges described in this section are subject to the conditions, as provided under the
         subordination provisions applicable to the Subordinated Debenture Bonds, that Farmland cannot redeem any of the Subordinated
         Debenture Bonds if, at the time of or immediately after giving effect to such redemption, there shall exist under any
         indenture or loan or other agreement pursuant to which any Senior Indebtedness is issued any default or any condition, event
         or act, which with notice or lapse of time, or both, would constitute a default.

         Redemption prior to maturity will be made upon presentation of a bond instruction for eligible Ten-Year Bonds and Five-Year
         Bonds properly endorsed and accompanied by written requests for early redemption to Farmland.  Redemption prior to maturity
         will be made at the face value of the bonds plus accrued interest to the date of redemption.  Amounts available for
         redemption prior to maturity are not set aside in a separate fund.


Ten-Year Monthly Income, Series E and F

Maturity Date
The maturity date for Subordinated Debenture Bonds, Ten-Year Monthly Income, Series E and Ten-Year Monthly Income, Series F (referred
to in this prospectus individually as the "Series E Bonds" and the "Series F Bonds" and collectively as the "Ten-Year Monthly Income
Bonds") is ten (10) years from the Date of Original Issuance.

Bond Interest Rates
The Bond Interest Rate for the Ten-Year Monthly Income Bonds will be determined by Farmland, from time to time.

Series E Bonds
The Bond Interest Rate for any Series E Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series E Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series E Bonds will not affect the
Bond Interest Rate on any Series E Bond for which the full purchase price was received prior to the change.  Series E Bonds require
an initial minimum investment of $5,000 and subsequent investments require a minimum investment of $1,000.

Series F Bonds
The Bond Interest Rate for any Series F Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series F Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series F Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series E Bond.  Any change of the Bond Interest Rate for
later issued Series F Bonds will not affect the Bond Interest Rate on any Series F Bonds for which the full purchase price was
received prior to the change.  Series F Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest on the principal sum is payable monthly on the first day of each month to Holders of record on the last day of the preceding
month, commencing on the first day of the month following the month in which a Ten-Year Monthly Income Bond is issued.

Any Defaulted Interest on any Ten-Year Monthly Income Bonds will not be payable to the Holder on the applicable record date but
instead may either be paid to the person in whose name such Ten-Year Monthly Income Bond is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the
Holder of such Ten-Year Monthly Income Bond not less than ten (10) days prior to such special record date, or may be paid at any time
in any other lawful manner, all as more completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Ten-Year Monthly Income Bonds cannot be called for redemption by Farmland any time prior to maturity.

Redemption by the Holder
Except as provided in this paragraph, Farmland will not redeem the Ten-Year Monthly Income Bonds prior to maturity upon the request
of the Holder.  Redemptions will be made in the case of death of a Holder of Ten-Year Monthly Income Bonds, upon written request and
delivery of satisfactory proof of death and other documentation and in accordance with applicable laws.  Redemptions prior to
maturity will be made at the face value of the bonds plus accrued interest to the date of redemption only.  Amounts available for
redemption prior to maturity are not set aside in a separate fund. (Section 5.01)

IRA Redemption
The Ten-Year Monthly Income Bonds will not, under any circumstances, be sold to an IRA and an IRA trustee or custodian will not be
permitted to be the registered owner of a Ten-Year Monthly Income Bond.  Therefore, unlike the Ten-Year Bonds and the Five-Year
Bonds, the Ten-Year Monthly Income Bonds do not contain any special redemption rights for the benefit of an IRA or its trustee or
custodian.


Five-Year Monthly Income, Series G and H

Maturity Date
The maturity date for Subordinated Debenture Bonds, Five-Year Monthly Income, Series G and Five-Year Monthly Income, Series H
(referred to individually as the "Series G Bonds" and the "Series H Bonds" and collectively as the "Five-Year Monthly Income Bonds")
is five (5) years from the Date of Original Issuance.

Bond Interest Rates
The interest rates for the Five-Year Monthly Income Bonds will be determined by Farmland, from time to time.

Series G Bonds
The Bond Interest Rate for any Series G Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series G Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series G Bonds will not affect the
Bond Interest Rate on any Series G Bond for which the full purchase price was received prior to the change.  Series G Bonds require
an initial minimum initial investment of $5,000, and subsequent investments require a minimum investment of $1,000.

Series H Bonds
The Bond Interest Rate for any Series H Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series H Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series H Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series G Bond.  Any change of the Bond Interest Rate for
later issued Series H Bonds will not affect the Bond Interest Rate on any Series H Bonds for which the full purchase price was
received prior to the change.  Series H Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest on the principal sum is payable monthly on the first day of each month to Holders of record on the last day of the preceding
month, commencing on the first day of the month following the month in which a Five-Year Monthly Income Bond is issued.

Any Defaulted Interest on any Five-Year Monthly Income Bonds will not be payable to the Holder on the applicable record date but
instead may either be paid to the person in whose name such Five-Year Monthly Income Bond is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the
Holder of such Five-Year Monthly Income Bond not less than ten (10) days prior to such special record date, or may be paid at any
time in any other lawful manner, all as more completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Five-Year Monthly Income Bonds cannot be called for redemption by Farmland any time prior to maturity.

Redemption by the Holder
Except as provided in this paragraph, Farmland will not redeem the Five-Year Monthly Income Bonds prior to maturity upon the request
of the Holder.  Redemptions will be made in the case of death of a Holder of Five-Year Monthly Income Bonds, upon written request and
delivery of satisfactory proof of death and other documentation and in accordance with applicable laws.  Redemptions prior to
maturity will be made at the face value of the bonds plus accrued interest to the date of redemption only.  Amounts available for
redemption prior to maturity are not set aside in a separate fund. (Section 5.01)

IRA Redemption
The Five-Year Monthly Income Bonds will not, under any circumstances, be sold to an IRA and an IRA trustee or custodian will not be
permitted to be the registered owner of a Five-Year Monthly Income Bond.  Therefore, unlike the Ten-Year Bonds and the Five-Year
Bonds, the Five-Year Monthly Income Bonds do not contain any special redemption rights for the benefit of an IRA or its trustee or
custodian.


Subordination

The payment of the principal of (and premium, if any) and interest on Subordinated Debenture Bonds is, to the extent set forth in the
Subordinated Indenture, subordinated in right of payment to the prior payment in full of all Senior Indebtedness, whether currently
outstanding or subsequently incurred.  "Senior Indebtedness" includes:

a)       the principal of (and premium, if any) and interest on indebtedness of Farmland (other than the indebtedness of Farmland
     with respect to its Subordinated Capital Investment Certificates issued under an indenture dated November 8, 1984; and with
     respect to Subordinated Monthly Income Capital Investment Certificates issued under an indenture dated November 8, 1984, and
     under an indenture dated November 11, 1985; and with respect to its Subordinated Individual Retirement Account Certificates
     issued under an indenture dated November 8, 1984; and with respect to its Subordinated Debenture Bonds issued under an indenture
     dated December 4, 1997) for money borrowed from or guaranteed to banks, trust companies, insurance companies, or pension trusts
     or evidenced by securities issued under the provisions of an indenture or similar instrument between Farmland and a bank or trust
     company other than indebtedness evidenced by instruments which expressly provide that such indebtedness is not superior in right
     of payment to the Debt Securities issued under the Subordinated Indenture;

b)       indebtedness created after the date of the Subordinated Indenture, as to which the instrument creating or evidencing the
     indebtedness provides that such indebtedness is superior in right of payment to Debt Securities issued under the Subordinated
     Indenture; and

c)       the Demand Loan Certificates.

By reason of the subordination provisions of the Subordinated Indenture, no payment on account of principal of (or premium, if any)
or interest on the Subordinated Debenture Bonds shall be made, and no Subordinated Debenture Bonds shall be purchased, either
directly or indirectly, by Farmland or any of its subsidiaries, unless full payment of amounts then due for principal of (and
premium, if any) and interest (including interest on overdue principal and interest, to the extent permitted by law) on Senior
Indebtedness has been made or duly provided for.  In addition, no payment on account of principal of (or premium, if any) or interest
on the Subordinated Debenture Bonds shall be made, and no Subordinated Debenture Bonds shall be purchased, either directly or
indirectly, by Farmland or any of its subsidiaries, if, at the time of such payment or purchase or immediately after giving effect to
such payment or purchase, there shall exist under any Senior Indebtedness or any indenture or agreement pursuant to which any Senior
Indebtedness is issued any default or any condition, event or act, which, with notice or lapse of time, or both, would constitute a
default.

In the event that any Subordinated Debenture Bond is declared due and payable before its stated maturity because of an Event of
Default or upon any other acceleration of payment of the principal of the Subordinated Debenture Bonds because of an Event of Default
and upon any payment or distribution of assets of Farmland to creditors upon any dissolution, winding up, total or partial
liquidation, reorganization, assignment for the benefit of creditors, or other marshaling of assets, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all principal of (and premium, if any) and interest (including
interest on overdue principal and interest) due or to become due upon all Senior Indebtedness shall first be paid in full before the
Holders of Subordinated Debenture Bonds, or the Trustee under the Subordinated Indenture, shall be entitled to retain any assets
(other than shares of stock of Farmland as reorganized or readjusted or securities of Farmland or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Subordinated
Debenture Bonds, to the payment of all Senior Indebtedness which at the time may be outstanding, provided that the rights of the
owners of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the
Subordinated Debenture Bonds (for principal, premium, if any, or interest); and upon any such dissolution, winding up, liquidation,
reorganization, assignment or marshaling, any payment or distribution of assets of Farmland, whether in cash, property or securities
(other than as set forth above), to which the Holders of Subordinated Debenture Bonds or the Trustee would otherwise be entitled,
shall be paid by Farmland or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment
or distribution, or by the Holders of Subordinated Debenture Bonds or the Trustee under the Subordinated Indenture if received by
them or it, directly to the owners of Senior Indebtedness (pro rata to each such owner on the basis of the respective amounts of
Senior Indebtedness held by such owner) or their representatives, to the extent necessary to pay all Senior Indebtedness in full,
after giving effect to any concurrent payment or distribution to or for the owners of Senior Indebtedness, before any payment or
distribution is made to the Holders of Subordinated Debenture Bonds or to the Trustee under the Subordinated Indenture.  By reason of
such subordination, in the event of Farmland's insolvency, holders of Senior Indebtedness may receive more, ratably, and Holders of
Subordinated Debenture Bonds may receive less, ratably, than other creditors of Farmland.

In addition,  both the Subordinated  Debenture Bonds and the Demand Loan Certificates are structurally  subordinated to all liabilities
of  Farmland's  subsidiaries.  Any right of Farmland to receive  assets from any  subsidiary  which  liquidates  will be subject to the
claims of such  subsidiary's  creditors.  As a result,  the right of  holders  of the  Subordinated  Debenture  Bonds and  Demand  Loan
Certificates to participate in those assets is subject to the claims of such  subsidiary's  creditors.  Accordingly,  the  Subordinated
Debenture Bonds and the Demand Loan  Certificates are structurally  subordinated to all indebtedness and other  liabilities,  including
trade accounts payable, of our subsidiaries.

The Subordinated Indenture does not limit the amount of Senior Indebtedness that may be issued by Farmland.  As of August 31, 2001:

1)       Farmland had $293.2 million aggregate principal amount of Senior Indebtedness outstanding.  In addition, Senior Indebtedness
     includes obligations for future payments under long-term leases of approximately $249.6 million through December 2004;

2)       Farmland had outstanding $535.4 million aggregate principal amount of subordinated indebtedness; and

3)       Certain of Farmland's subsidiaries had outstanding $272.0 million aggregate principal amount of indebtedness, of which
     $256.5 million was nonrecourse to Farmland or Farmland's other affiliates.

See "Risk Factors--  "The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both
the Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our
subsidiaries" beginning on page 6.


Events of Default

Each Indenture provides that the following shall constitute "Events of Default" with respect to any series of Debt Securities issued
(including, as applicable, the Demand Loan Certificates and the Subordinated Debenture Bonds):

a)       failure to pay principal of (or any installment of the principal of) or any premium on any Debt Securities of that series,
     after such principal or premium shall have become due and payable;

b)       failure to pay interest of any Debt Securities of that series for a period of 60 days after such interest shall have become
     due or payable;

c)       certain events of bankruptcy, insolvency or reorganization;

d)       failure to perform any other covenant or agreement contained in the Indenture or in any supplemental indenture or in any
     Debt Security of that series for a period of 90 days following the mailing by the Trustee to Farmland of a written demand that
     such failure be cured, such failure not having been cured in the meantime, and

e)       any other Event of Default established for the series as contemplated by Section 3.01 with respect to Debt Securities of
     that series (the Offered Debt Securities have no additional Events of Default of the type permitted by this clause (e)).

No Event of Default with respect to a particular series of Debt Securities issued under either Indenture necessarily constitutes an
Event of Default with respect to any other series of Debt Securities issued under either Indenture. (Section 8.01)

Each Indenture provides that if an Event of Default specified therein shall occur and be continuing, either the Trustee or the
Holders of at least 50% in aggregate principal amount of the Debt Securities of the affected series then outstanding may declare the
principal amount of the Debt Securities of such series and all interest accrued thereon to be due and payable immediately upon
written notice to farmland.  Notwithstanding the above, in the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization with respect to Farmland, all Debt Securities will become due and payable without further action or
notice. (Section 8.03)

The agreements governing certain of Farmland's outstanding indebtedness contain provisions to the effect that certain Events of
Default under each Indenture would constitute an event of default under such agreements which, among other things, could cause an
acceleration of the indebtedness under those agreements.

Each  Indenture  provides  that if an Event of Default  specified  therein  shall  occur and be  continuing,  either the Trustee or the
Holders of at least 50% in  aggregate  principal  amount of the Debt  Securities  of such  series  then  outstanding  may  declare  the
principal  amount of the Debt  Securities  of such  series and all  interest  accrued  thereon to be due and payable  immediately  upon
written notice to Farmland.  Notwithstanding  the above,  in the case of an Event of Default arising from certain events of bankruptcy,
insolvency or  reorganization  with respect to Farmland,  all Debt  Securities  will become due and payable  without  further action or
notice.  (Section 8.03)

Each Indenture provides that the Trustee shall within 90 days after the occurrence of a default, not including periods of grace, give
the Holders of the affected series notice of all defaults known to it unless such defaults have been cured; provided that, except in
the case of default in the payment of principal of or interest on any of the Debt Securities, the Trustee shall be protected in
withholding such notice if and so long as the Trustee determines that the withholding of such notice is in the interests of such
Holders. (Section 8.02)

Each Indenture provides that the Trustee may sue Farmland in the case of default in payment of the principal of any Debt Security
when the same shall become due and payable, or in the case of a default in the payment of the interest on any Debt Security for any
period of 60 days after such interest shall become due and payable.  (Section 8.04)  Each Indenture further provides that the right
of any Holder to receive payment of the principal of and interest on any Debt Security, or to institute a suit for the enforcement of
such payment, may not be impaired without the consent of such Holder, unless, with regard to overdue interest payments, 75% in
aggregate principal amount of the outstanding Debt Securities of the affected series consent on behalf of the Holders of all the Debt
Securities of the affected series to the postponement of such overdue interest payment. (Sections 8.05 and 8.06).  Each Indenture
also provides that the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of each
series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or to
consent, on behalf of the Holders of all Debt Securities of such series, to the waiver of any past default and its consequences,
except for a default in the payment of principal or interest. (Section 8.06)

Each Indenture requires Farmland to file with the Trustee annually an Officers' Certificate as to the absence of certain defaults
under the terms of the applicable Indenture. (Section 7.05)


Concerning the Trustees

UMB Bank, National Association, Kansas City, Missouri, is the Trustee under the Senior Indenture and Commerce Bank of Kansas City,
National Association, Kansas City, Missouri, is the Trustee under the Subordinated Indenture.  Each Trustee is to perform only the
duties as are specifically set forth in the applicable Indenture and in the case of an Event of Default (which has not been cured) to
exercise such of the rights and powers vested in it by the applicable Indenture.  Each trustee is also required to use the same
degree of care and skill in the exercise of rights and powers as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

Each Trustee, before taking any action under the applicable Indenture, may require that satisfactory indemnity be furnished to it by
the Holders of the Debt Securities or other persons for the reimbursement of all reasonable costs and expenses to which it may be put
and to protect it against all liability which it may incur in or by reason of such action, except liability which is adjudicated to
have resulted from its negligence or willful misconduct.


Consolidation or Merger of or with Farmland

Nothing contained in either Indenture prevents any consolidation or merger of Farmland with or into any other corporation or
corporations (whether or not affiliated with Farmland), or successive consolidations or mergers in which Farmland or its successor or
successors shall be a party or parties, or prevents any sale or conveyance of the property of Farmland as an entirety or
substantially as an entirety to any other corporation (whether or not affiliated with Farmland) authorized to acquire and operate the
same; provided, however, that upon any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal
of and interest on all the Debt Securities (including the Demand Loan Certificates and the Subordinated Debenture Bonds) and the due
and punctual performance and observance of all of the covenants and conditions under each Indenture to be performed or observed by
Farmland, shall be expressly assumed, by supplemental indentures satisfactory in form to the Trustees and executed and delivered to
the Trustees by the corporation formed by such consolidation, or into which Farmland shall have been merged, or by the corporation
which shall have acquired such property.  In case of any such consolidation, merger, sale or conveyance and upon any such assumption
by the successor corporation, such successor corporation shall succeed to and be substituted for Farmland, as if it had been the
signatory to the Indentures. (Sections 13.01, 13.02)


Modification of the Indenture

Each Indenture contains provisions permitting Farmland and the Trustee to enter into one or more supplemental indentures without the
consent of the Holders of any of the Debt Securities issued (including, as applicable, the Demand Loan Certificates and the
Subordinated Debenture Bonds) in order:

a)       to evidence the succession of another corporation to Farmland and the assumption by any such successor of the covenants and
     obligations of Farmland, including the Debt Securities issued and any related interest;

b)       to add to the covenants of Farmland for the benefit of the Holders of all or any series of Debt Securities issued under the
     Indenture (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such
     covenants are expressly being included solely for the benefit of such series) or to surrender any right or power conferred upon
     Farmland;

c)       to add any additional Events of Default with respect to all or any series of Debt Securities issued under the Indenture;

d)       to change or eliminate any of the provisions of the Indentures in respect of one or more series of Debt Securities issued
     under the Indenture, provided that any such change or elimination shall become effective only when there are no Debt Securities
     outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
     provision;

e)       to establish the form or terms of Debt Securities of any series issued under the Indenture;

f)       to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the issued Debt Securities
     and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts by more than one Trustee;

g)       to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other
     provision in the Indenture or to make any other provisions with respect to matters or questions arising under the Indenture which
     shall not be inconsistent with the provisions of such Indenture, provided such action does not adversely affect in any material
     respect the interests of the Holders of any series issued under the Indenture;

h)       to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the
     qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to
     add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; or

i)       to enable the issuance of uncertificated Debt Securities and to permit registration, transfer and exchange of Debt
     Securities by book-entry. (Section 12.01)

Each Indenture also contains provisions permitting Farmland and the respective Trustee, with the consent of the Holders of a majority
in aggregate principal amount of the outstanding Debt Securities of each series thereunder and affected by such supplemental
indenture, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such
Indenture or any supplemental indenture or modifying the rights of the Holders of such series, except that, without the consent of
the each Holder so affected, no such supplemental indenture may:

a)       change the stated maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if
     any, or interest on, any such Debt Security, or reduce the principal amount of the Debt Security, or the interest rate or any
     premium payable upon redemption, or change the manner in which the amount of principal or premium, if any, or interest is
     determined, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity (or, in
     the case of redemption, on or after the redemption date);

b)       reduce the percentage in principal amount of the outstanding Debt Securities of any series, the consent of whose Holders is
     required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
     certain provisions of each Indenture or of certain defaults hereunder and their consequences) provided for in such Indenture;

c)       change any obligation of Farmland to maintain an office or agency in the places at which Debt Securities may be presented
     for transfer, exchange, redemption and payment, and where notices and demand to or upon Farmland may be served; or

d)       modify the provisions that set forth the provisions in each Indenture that may not be changed without the consent of the
     Holder of each Debt Security affected.

The Subordinated Indenture also provides that certain provisions with respect to the subordination of outstanding Debt Securities may
not be modified in a manner adverse to the Holders without the consent of each Holder of affected outstanding Debt Securities.
(Section 12.02)


Satisfaction, Discharge and Defeasance

Each Indenture provides that it ceases to be of further effect with respect to the Debt Securities of, or within, any series (except
for certain specified surviving obligations, including certain obligations to register, transfer or exchange Debt Securities; and the
rights of Holders of Debt Securities to receive payments of principal and interest upon the stated maturity of the Debt Securities)
upon the satisfaction of certain conditions, including that:

a)       all Debt Securities of such series not previously delivered to the Trustee for cancellation

(1)      have become due and payable,

(2)      will become due and payable at their stated maturity within one year, or

(3)      are to be called for redemption within one year, and

b)       Farmland has irrevocably deposited or caused to be deposited with the Trustee money in an amount sufficient to pay and
     discharge the entire indebtedness on such Debt Securities for principal, premium, if any, and interest to the date of such
     deposit (in the case of Debt Securities which have become due and payable) or to the stated maturity or redemption date, as the
     case may be.  (Section 14.01)

Each Indenture also contains defeasance provisions under which, unless otherwise specified with respect to the Debt Securities of any
series issued under the Indenture, Farmland, at its option:

a)       will be discharged from any and all obligations in respect of the Debt Securities of such series (except with regard to
     certain specified surviving obligations, including

(1)      certain obligations to register, transfer or exchange Debt Securities and

(2)      the rights of Holders of Debt Securities to receive payments of principal and interest upon the stated maturity), or

b)       will not be subject to certain covenants and Events of Default,

in each case, upon the compliance with certain conditions, including the deposit with the relevant Trustee, in trust, of money and/or
Government Obligations which through the payment of interest and principal in accordance with their terms will provide money in an
amount sufficient to pay the principal of, premium, if any, and each installment of interest on such Debt Securities at the maturity
of such payments and any mandatory sinking fund payments applicable to such series on the day on which such payments are due and
payable in accordance with the terms of the applicable Indenture and such Debt Securities. (Sections 14.03, 14.04, 14.05, 14.06)

Tax Consequence of Interest Election

Holders of Demand Loan Certificates and Subordinated Debenture Bonds should be aware that the election to receive interest on the
payment date or to have the interest compounded semi-annually and paid at the date of redemption of the related security will not
affect the reporting of interest for federal income tax purposes.  All interest whether paid on the payment date or left to
accumulate and be paid at the date of redemption of the related security will be credited to the Holder's account on the payment or
compounding date.  All interest credited to the Holder's account will be reported on a Form 1099 INT to the Holder and the Internal
Revenue Service ("IRS") as interest income for the calendar year in which such interest is credited to the Holder's account
regardless of the Holder's method of accounting for federal income tax purposes.  Therefore, a Holder who elects to have interest
paid at the date of redemption of the related security would have taxable income for a year and not receive such interest income in
cash.  However, the Holder could terminate the election to have interest paid at the date of redemption, and on the effective date of
such termination, the Holder would receive payment of all interest accumulated through the date of termination.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Farmland is including the following cautionary statement in this prospectus to make applicable and take advantage of the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by, or on behalf of,
Farmland.  The factors identified in this cautionary statement are important factors (but not necessarily all important factors) that
could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of,
Farmland.  Where any such forward-looking statement includes a statement of the assumptions or basis underlying the forward-looking
statement, Farmland cautions that, while it believes the assumptions or basis to be reasonable and makes them in good faith, the
assumed facts or basis almost always vary from actual results and the differences between the assumed facts or basis and actual
results can be material, depending upon the circumstances.  Where, in any forward-looking statement, Farmland, or its management,
expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or
accomplished.  Such forward looking statements include, without limitation, statements regarding the ability to repay principal and
interest on our debt securities from continuing operations and the use of proceeds from the offering.  Discussion containing these
forward-looking statements is found in the material set forth under "Risk Factors" and "Use of Proceeds", as well as within this
prospectus generally.

Taking into account the foregoing, the following are identified as important factors that could cause actual results to differ
materially from those expressed in any forward-looking statement made by, or on behalf of, Farmland

1.       Weather patterns (flood, drought, frost, etc.) or crop failure.

2.       Federal or state regulations regarding agricultural programs and production efficiencies.

3.       Federal or state regulations regarding the amounts of fertilizer and other chemical applications used by farmers.

4.       Factors affecting the export of United States agricultural products (including foreign trade and monetary policies, laws and
     regulations, political and governmental changes, inflation and exchange rates, taxes, operating conditions and world demand).

5.       Factors affecting supply, demand and price of crude oil, refined fuels, natural gas and other commodities.

6.       Regulatory delays and other unforeseeable obstacles beyond our control that may affect growth strategies through
     unification, acquisitions and investments in ventures.

7.       Competitors in various segments which may be larger than Farmland, offer more varied products or possess greater resources.

8.       Technological changes that are more difficult or expensive to implement than anticipated.

9.       Unusual or unexpected events such as, among other things, litigation settlements, adverse rulings or judgments and
     environmental remediation costs in excess of amounts accrued.

10.      Material adverse changes in financial, banking or capital markets.

11.      Federal or state regulations regarding environmental matters.

12.      Terrorist attacks which have disrupted the financial and credit markets and have negatively impacted the United States
     economy and other economies.


LEGAL MATTERS

Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland, has given an opinion upon the
legality of the Offered Debt Securities.


EXPERTS

The Consolidated Financial Statements of Farmland as of August 31, 2000 and 2001 and for each of the years in the three-year period
ended August 31, 2001 are incorporated by reference in this prospectus and have been incorporated in reliance upon the report of KPMG
LLP, independent certified public accountants, upon the authority of such firm as experts in accounting and auditing.


QUALIFIED INDEPENDENT UNDERWRITER

First Union Securities, Inc., a member of the NASD, has participated as a qualified independent underwriter in the "due diligence"
review with respect to the preparation of this prospectus.  See "Plan of Distribution", beginning on page 11, regarding the exception
from pricing by the qualified independent underwriter.





Exhibit No.                               Description of Exhibits

                                                                PART II

                                                INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.       Other Expenses of Issuance and Distribution.

The expenses (excluding commissions) to be incurred in connection with the issuance and distribution of the securities to be offered
are estimated as follows and will be borne by Farmland:

                                                         Estimated
Item                                                      Expense
Federal and state registration fees...............     $     163,000
State taxes and fees..............................             7,000
Printing and engraving............................            92,000
Accounting and legal..............................            20,000
Trustee fee.......................................            54,000
Advertising and administration....................         1,196,000
                                                       $   1,532,000

Item 15.       Indemnification of Directors and Officers

Section 6002(b) of Chapter 17 of the Kansas Statutes, permits the following provision to be included in the articles of incorporation
of Farmland:
         a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders,
         policyholders or members for monetary damages for breach of fiduciary duty as a director, provided that such
         provision shall not eliminate or limit the liability of a director (A) for any breach of the director's duty of
         loyalty to the corporation or its stockholders, policyholders or members, (B) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of law, (C) under the provision of K.S.A.
         17-6424, and amendments thereto, or (D) for any transaction from which the director derived an improper personal
         benefit.  No such provision shall eliminate or limit the liability of a director for any act or omission occurring
         prior to the date when such provision becomes effective.  All references in this subsection to a director shall be
         deemed also to refer to a member of the governing body of a corporation which is not authorized to issue capital
         stock.

Section 6002(c) provides that "It shall not be necessary to set forth in the articles of incorporation any of the powers conferred on
corporations by this act."

Article VII of the Articles of Incorporation of Farmland reads as follows:

                                            ARTICLE VII - Indemnification

Section 1.     Indemnification.  The Association may agree to the terms and conditions upon which any director, officer,
        employee or agent accepts his office or position and in its bylaws, by contract or in any other manner may agree to
        indemnify and protect any director, officer, employee or agent of the Association, or any person who serves at the
        request of the Association as a director, officer, employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise, to the fullest extent permitted by the laws of the State of Kansas.

Section 2.     Limitation of Liability.  Without limiting the generality of the foregoing provisions of this ARTICLE VII, to
        the fullest extent permitted or authorized by the laws of the State of Kansas, including, without limitation, the
        provisions of subsection (b)(8) of Kan. Stat. Ann. Sec. 17-6002 (1981) as now in effect and as it may from time to time
        hereafter be amended, no person who is currently or shall hereinafter become a director of the Association shall have
        personal liability to the Association for monetary damages for breach of fiduciary duty as a director for any act or
        omission occurring subsequent to the date this provision becomes effective.  If the Kansas General Corporation Code is
        amended after approval of this provision by the shareholders of the Association, to authorize corporate action further
        limiting or eliminating the personal liability of directors, then the liability of a director of the Association shall
        be limited or eliminated to the fullest extent permitted by the Kansas General Corporation Code, as so amended.

Item 16.       Exhibits, Financial Statement Schedules

(A)     Exhibits

The following exhibits are filed as a part of this Form S-2 Registration Statement.  Certain of these exhibits are incorporated by
reference.  Items marked with an asterisk (*) are filed with this registration statement.


Exhibit No.                        Description of Exhibits

     1.           Underwriting Agreement between Farmland Industries, Inc. and Farmland Securities Company, dated December 6, 1989
                  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     1.A          Amendment, dated December 5, 1994, to the agreement, dated December 6, 1989 between Farmland Industries, Inc. and
                  Farmland Securities Company  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     2.B          Master Lease between Farmland Industries, Inc. and ADM/Farmland, Inc., and Archer Daniels Midland Company, dated May
                  4, 2001 (Incorporated by Reference - Form 8-K, filed May 21, 2001)

             Instruments Defining the Rights of Security Holders, including Indentures**:

     4.(i)A       Form of Trust Indenture with UMB Bank, National Association, providing for issuance of unsubordinated debt
                  securities, including form of Demand Loan Certificates  (Incorporated by Reference - Form S-1, No. 33-40759,
                  effective December 31, 1997)

     4.(i)B       Form of Trust Indenture with Commerce Bank, National Association, providing for issuance of Subordinated Debenture
                  Bonds, including forms of Ten-Year Bond, Series A, Ten-Year Bond, Series B, Five-Year Bond, Series C, Five-Year
                  Bond, Series D, Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly
                  Income Bond, Series G and Five-Year Monthly Income Bond, Series H  (Incorporated by Reference - Form  S-1, No.
                  33-40759, effective December 31, 1997)

  *  4.(i)C       Form of receipt, for issuance of Demand Loan Certificates in uncertificated form

  *  4.(i)D       Form of receipt, for issuance of Ten-Year Bond, Series A, Ten-Year Bond, Series B, in uncertificated form

  *  4.(i)E       Five-Year Bond, Series C, Five-Year Bond, Series D, in uncertificated form

  *  4.(i)F       Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly Income Bond,
                  Series G and Five-Year Monthly Income Bond, Series H, in uncertificated form

     4.(i)G       Certificate of Designation for a Series of Preferred Shares Designated as 8% Series A Cumulative Redeemable
                  Preferred Shares, dated December 19, 1997  (Incorporated by Reference - Form S-2, filed April 3, 1998)

     4.(ii)A      Syndicated Credit Facility between Farmland Industries, Inc. and various banks dated May 10, 2000  (Incorporated by
                  Reference - Form 10-Q, filed July 17, 2000)

     4.(ii)B      Second Amendment to Credit Agreement dated April 12, 2001 (Incorporated by Reference - Form 10-Q, filed April 16,
                  2001)

     4.(ii)C      Third Amendment to Syndicated Credit Agreement Facility, between Farmland Industries, Inc. and various banks, dated
                  November 9, 2001 (Incorporated by Reference - Form 10-K, filed November 20, 2001)

  *  5            Opinion of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. re Legality

             Material Contracts:

             Management Remunerative Plans:

    10.(iii)A     Employee Variable Compensation Plan (September 1, 2001 - August 31, 2002) (Incorporated by Reference - Form 10-K,
                  filed November 20, 2001)

    10.(iii)B     Board of Directors Insurance (Incorporated by Reference - Form 10-K, filed
                  November 22, 2000)

    10.(iii)C     Farmland Industries, Inc. Supplemental Executive Retirement Plan (As Amended and Restated Effective September 1,
                  1999) (Incorporated by Reference - Form 10-K, filed November 19, 1999)

    10.(iii)C(1)  Resolution Approving the Revision of Appendix A and Appendix A (Incorporated by Reference - Form 10-K, filed
                  November 27, 1996)

    10.(iii)D     Farmland Industries, Inc. Executive Deferred Compensation Plan (As Amended and Restated Effective November 1, 1996)
                  (Incorporated by Reference - Form 10-K, filed November 27, 1996)

    10.(iii)E     Employment agreement between Farmland and Mr. Robert W. Honse, dated August 1, 2000 (Incorporated by Reference -
                  Form 10-K, filed November 22, 2000)

    10.(iii)F     Employment agreement between Farmland and Mr. William Fielding, dated January 31, 2000 (Incorporated by Reference -
                  Form 10-Q, filed April 14, 2000)

    10.(iii)G     Summary of severance and retention bonus plan for certain management employees of Farmland, dated June 7, 1999
                  (Incorporated by Reference - Form 10-Q, filed July 14, 1999)

    10.(iii)H     Employment agreement between Farmland and Mr. Robert Terry, dated December 1, 2000 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)I     Employment agreement between Farmland and Mr. John Berardi, dated April 6, 2001 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)J     Long Term Incentive Plan dated February 22, 2001 (Incorporated by Reference - Form 10-Q, filed April 16, 2001)

  * 12            Computation of Ratios

  * 23.A          Independent Auditors' Consent

  * 23.B          Consent of Qualified Independent Underwriter

  * 23.C          Consent of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. (Included in Exhibit 5)

  * 24            Power of Attorney

  * 25.A          Statement of Eligibility of Trustee and Qualification of UMB Bank, National Association, as Trustee, Form T-1

  * 25.B          Statement of Eligibility of Trustee and Qualification of Commerce Bank, National Association, as Trustee, Form T-1

*  Filed with this registration statement.

**  Long-term debt instruments pursuant to which the debt issuable thereunder does not exceed 10% of Farmland's total assets have not
been filed.  At the Commission's request, we agree to furnish a copy of such instruments or agreements.









(B)     Financial Statement Schedules

All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial
Statements or related notes incorporated herein by reference to Form 10-K filed November 20, 2001.

Item 17.       Undertakings

The undersigned registrant hereby undertakes:

        (a)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
               statement:

               (i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising after the effective date of the
                      registration statement (or the most recent post-effective amendment thereof) which, individually
                      or in the aggregate, represent a fundamental change in the information set forth in the
                      registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of securities offered would not exceed that which
                      was registered) and any deviation from the low or high end of the estimated maximum offering range
                      may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
                      (Section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than
                      a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration
                      Fee" table in the effective Registration Statement;

               (iii)  To include any material information with respect to the plan of distribution not previously
                      disclosed in the registration statement or any material change to such information in the
                      registration statement;

        (b)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain
               unsold at the termination of the offering.

        (d)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
               has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
               policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against
               such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the securities being registered, the registrant will, unless
               in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
               be governed by the final adjudication of such issue.


                                                     SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Farmland Industries, Inc. certifies that is has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement on Form S-2 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri on November 27,
2001.

                                                     FARMLAND INDUSTRIES, INC.


                                                     By               /s/  JOHN F. BERARDI
                                                                         John F. Berardi
                                                                  Executive Vice President and
                                                                     Chief Financial Officer


                                                     By               /s/  ROBERT B. TERRY
                                                                         Robert B. Terry
                                                         Executive Vice President, General Counsel and
                                                                      Corporate Secretary


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.






                 Signature                                           Title                       Date

                 Signature                                           Title                       Date


                             *                             Chairman of Board              November 27, 2001
                     Albert J. Shivley                       and Director

                             *                            Vice Chairman of Board          November 27, 2001
                        Jody Bezner                       Vice President and Director

                             *                                 Director                   November 27, 2001
                    Lyman L. Adams, Jr.

                             *                                 Director                   November 27, 2001
                    Ronald J. Amundson

                             *                                 Director                   November 27, 2001
                    Baxter Ankerstjerne

                             *                                 Director                   November 27, 2001

                             *                                 Director                   November 27, 2001
                      Larry Dahlsten

                             *                                 Director                   November 27, 2001
                       Steven Erdman

                             *                                 Director                   November 27, 2001
                    Harry Fehrenbacher

                             *                                 Director                   November 27, 2001
                       Donald Gales

                             *                                 Director                   November 27, 2001
                       Warren Gerdes

                             *                                 Director                   November 27, 2001
                     Thomas H. Gist

                             *                                 Director                   November 27, 2001
                       Ben Griffith

                             *                                 Director                   November 27, 2001
                       Barry Jensen

                             *                                 Director                   November 27, 2001
                        Ron Jurgens

                             *                                 Director                   November 27, 2001
                    William F. Kuhlman

                             *                                 Director                   November 27, 2001
                       Greg Pfenning

                             *                                 Director                   November 27, 2001
                       Monte Romohr

                             *                                 Director                   November 27, 2001
                        Joe Royster

                             *                                 Director                   November 27, 2001
                      E. Kent Stamper

                             *                                 Director                   November 27, 2001
                       Eli F. Vaughn

                             *                                 Director                   November 27, 2001
                       Frank Wilson



                   /s/  ROBERT W. HONSE                         President and             November 27, 2001
                      Robert W. Honse                      Chief Executive Officer

                   /s/  JOHN F. BERARDI                   Executive Vice President        November 27, 2001
                      John F. Berardi                     and Chief Financial Officer
                                                          (Principal Financial Officer)

                   /s/  STEVEN R. RHODES                      Vice President and          November 27, 2001
                     Steven R. Rhodes                             Controller
                                                          (Principal Accounting Officer)




*BY /s/  JOHN F. BERARDI
                      John F. Berardi
                    Attorney-In-Fact









Exhibit No.                        Description of Exhibits

     1.           Underwriting Agreement between Farmland Industries, Inc. and Farmland Securities Company, dated December 6, 1989
                  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     1.A          Amendment, dated December 5, 1994, to the agreement, dated December 6, 1989 between Farmland Industries, Inc. and
                  Farmland Securities Company  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     2.B          Master Lease between Farmland Industries, Inc. and ADM/Farmland, Inc., and Archer Daniels Midland Company, dated May
                  4, 2001 (Incorporated by Reference - Form 8-K, filed May 21, 2001)

             Instruments Defining the Rights of Security Holders, including Indentures**:

     4.(i)A       Form of Trust Indenture with UMB Bank, National Association, providing for issuance of unsubordinated debt
                  securities, including form of Demand Loan Certificates  (Incorporated by Reference - Form S-1, No. 33-40759,
                  effective December 31, 1997)

     4.(i)B       Form of Trust Indenture with Commerce Bank, National Association, providing for issuance of Subordinated Debenture
                  Bonds, including forms of Ten-Year Bond, Series A, Ten-Year Bond, Series B, Five-Year Bond, Series C, Five-Year
                  Bond, Series D, Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly
                  Income Bond, Series G and Five-Year Monthly Income Bond, Series H  (Incorporated by Reference - Form  S-1, No.
                  33-40759, effective December 31, 1997)

  *  4.(i)C       Form of receipt, for issuance of Demand Loan Certificates in uncertificated form

  *  4.(i)D       Form of receipt, for issuance of Ten-Year Bond, Series A, Ten-Year Bond, Series B, in uncertificated form

  *  4.(i)E       Five-Year Bond, Series C, Five-Year Bond, Series D, in uncertificated form

  *  4.(i)F       Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly Income Bond,
                  Series G and Five-Year Monthly Income Bond, Series H, in uncertificated form

     4.(i)G       Certificate of Designation for a Series of Preferred Shares Designated as 8% Series A Cumulative Redeemable
                  Preferred Shares, dated December 19, 1997  (Incorporated by Reference - Form S-2, filed April 3, 1998)

     4.(ii)A      Syndicated Credit Facility between Farmland Industries, Inc. and various banks dated May 10, 2000  (Incorporated by
                  Reference - Form 10-Q, filed July 17, 2000)

     4.(ii)B      Second Amendment to Credit Agreement dated April 12, 2001 (Incorporated by Reference - Form 10-Q, filed April 16,
                  2001)

     4.(ii)C      Third Amendment to Syndicated Credit Agreement Facility, between Farmland Industries, Inc. and various banks, dated
                  November 9, 2001 (Incorporated by Reference - Form 10-K, filed November 20, 2001)

  *  5            Opinion of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. re Legality

             Material Contracts:

             Management Remunerative Plans:

    10.(iii)A     Employee Variable Compensation Plan (September 1, 2001 - August 31, 2002) (Incorporated by Reference - Form 10-K,
                  filed November 20, 2001)

    10.(iii)B     Board of Directors Insurance (Incorporated by Reference - Form 10-K, filed
                  November 22, 2000)

    10.(iii)C     Farmland Industries, Inc. Supplemental Executive Retirement Plan (As Amended and Restated Effective September 1,
                  1999) (Incorporated by Reference - Form 10-K, filed November 19, 1999)

    10.(iii)C(1)  Resolution Approving the Revision of Appendix A and Appendix A (Incorporated by Reference - Form 10-K, filed
                  November 27, 1996)

    10.(iii)D     Farmland Industries, Inc. Executive Deferred Compensation Plan (As Amended and Restated Effective November 1, 1996)
                  (Incorporated by Reference - Form 10-K, filed November 27, 1996)

    10.(iii)E     Employment agreement between Farmland and Mr. Robert W. Honse, dated August 1, 2000 (Incorporated by Reference -
                  Form 10-K, filed November 22, 2000)

    10.(iii)F     Employment agreement between Farmland and Mr. William Fielding, dated January 31, 2000 (Incorporated by Reference -
                  Form 10-Q, filed April 14, 2000)

    10.(iii)G     Summary of severance and retention bonus plan for certain management employees of Farmland, dated June 7, 1999
                  (Incorporated by Reference - Form 10-Q, filed July 14, 1999)

    10.(iii)H     Employment agreement between Farmland and Mr. Robert Terry, dated December 1, 2000 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)I     Employment agreement between Farmland and Mr. John Berardi, dated April 6, 2001 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)J     Long Term Incentive Plan dated February 22, 2001 (Incorporated by Reference - Form 10-Q, filed April 16, 2001)

  * 12            Computation of Ratios

  * 23.A          Independent Auditors' Consent

  * 23.B          Consent of Qualified Independent Underwriter

  * 23.C          Consent of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. (Included in Exhibit 5)

  * 24            Power of Attorney

  * 25.A          Statement of Eligibility of Trustee and Qualification of UMB Bank, National Association, as Trustee, Form T-1

  * 25.B          Statement of Eligibility of Trustee and Qualification of Commerce Bank, National Association, as Trustee, Form T-1

*  Filed with this registration statement.